SANCTION OF THE SCHEME BY THE HIGH COURT

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

                   15 June 2022 

Recommended Cash Offer for

Hibernia REIT plc

by

Benedict Real Estate Bidco Limited

(a subsidiary of one of Brookfield's real estate private funds)

to be implemented by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014

SANCTION OF THE SCHEME BY THE HIGH COURT
 

Hibernia REIT plc ("Hibernia REIT" or the "Company") announces that the High Court of Ireland has today sanctioned the scheme of arrangement between Hibernia REIT and its shareholders under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme") pursuant to which Benedict Real Estate Bidco Limited ("Bidco") will acquire the entire issued and to be issued share capital of Hibernia REIT (the "Acquisition").

The Scheme and the Acquisition will become effective on delivery to the Registrar of Companies of the Court Order together with the minute of reduction required by section 86 of the Companies Act 2014 confirming the Reduction of Capital comprised as part of the Scheme. The Reduction of Capital shall become effective upon registration of the Court Order and minute of reduction by the Registrar of Companies.

Delivery and registration of the Court Order and minute of reduction is expected to occur at approximately 6.00 pm (Irish time) on 17 June 2022 (the "Effective Date").

Accordingly, the Effective Date is also expected to be the last date on which trading of Hibernia REIT Shares on Euronext Dublin and the London Stock Exchange will occur. Cancellation of the admission of Hibernia REIT Shares to trading on Euronext Dublin and the London Stock Exchange is expected to occur with effect from 8.00 am (Irish time) on 20 June 2022 (being the first business day following the Effective Date).

Despatch of cheques or SEPA payments (in the case of certificated holders of Hibernia REIT Shares) and electronic transfers to Euroclear Bank (in the case of uncertificated holders of Hibernia REIT Shares) for the cash consideration payable by Bidco to Scheme Shareholders under the terms of the Scheme will be effected by no later than 1 July 2022.

Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the scheme document published by Hibernia REIT on 27 April 2022.

Enquiries:

• The Hibernia REIT Directors accept responsibility for the information contained in this announcement relating to Hibernia REIT, the Hibernia REIT Group and the Hibernia REIT Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Hibernia REIT Directors (who have taken all reasonable care to ensure such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
• Credit Suisse International (Credit Suisse) which is authorised by the Prudential Regulation Authority (the PRA) and regulated by the Financial Conduct Authority (FCA) and the PRA in the United Kingdom, is acting as financial adviser exclusively for Hibernia REIT and no one else in connection with the Acquisition and will not be responsible to any person other than Hibernia REIT for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.
• Goodbody Stockbrokers UC (Goodbody), which in Ireland is regulated by the Central Bank of Ireland and in the UK is authorised and subject to limited regulation by the Financial Conduct Authority, is acting as financial adviser exclusively for Hibernia REIT and no one else in connection with the Acquisition and will not be responsible to any person other than Hibernia REIT for providing the protections afforded to clients of Goodbody, nor for providing advice in relation to the content of this announcement or any matter referred to herein.

Disclosure requirements of the Takeover Rules

Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, interested (directly or indirectly) in, 1 per cent. or more of any class of relevant securities of Hibernia REIT, all dealings by such person in any relevant securities of Hibernia REIT (including by means of an option in respect of, or a derivative referenced to, any such relevant securities) must be publicly disclosed by not later than 3:30 pm (Irish time) on the business day in Dublin following the date of the relevant transaction.  This requirement will continue until the date on which the offer period ends.  If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire  an interest in relevant securities of Hibernia REIT, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all dealings in relevant securities of Hibernia REIT by Bidco, or by any party Acting in Concert with either of them, must also be disclosed by no later than 12 noon (Irish time) on the "business day" in Dublin following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose relevant securities dealings should be disclosed, can be found on the Irish Takeover Panels website at www.irishtakeoverpanel.ie.

Interests in securities arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an interest by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Takeover Rules, which can also be found on the Irish Takeover Panels website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panels website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Irish Takeover Rules, Hibernia REIT confirms that as at 15 June it has 666,544,243 Hibernia REIT Shares in issue with voting rights, with no Hibernia REIT Shares held in treasury. The ISIN for the Hibernia REIT Shares is IE00BGHQ1986.

General

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be made solely through the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).

Overseas Shareholders

The availability of the Acquisition to Hibernia REIT Shareholders who are not resident in and citizens of Ireland or the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in Ireland or the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in Ireland or the United Kingdom to vote their Hibernia REIT Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Unless otherwise determined by Bidco or required by the Takeover Rules, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.