NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION. PLEASE SEE THE SECTION ENTITLED "DISCLAIMER" TOWARDS THE END OF THIS ANNOUNCEMENT.

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority ("FCA") and is not a prospectus. This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or solicitation of any offer to subscribe for or to acquire, any ordinary shares in any jurisdiction, including in or into the United States, Australia, Canada, Japan, the Republic of South Africa or to any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement except on the basis of information in the prospectus dated 3 June 2021 (the "Prospectus") published by the Company in connection with the issue of ordinary shares in the Company and the proposed admission of its ordinary shares to the premium listing segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange.

3 June 2021

The UK Residential REIT PLC  

(the "Company" or "URES")

PUBLICATION OF PROSPECTUS

Further to its Intention to Float announcement on the 2 June 2021, the board of directors of UK Residential REIT ("The Company" or "URES"), a proposed closed-ended real estate investment trust ("REIT") established to invest in a diversified portfolio of privately rented residential real estate assets in the UK, is pleased to announce the publication of the Prospectus in connection with the initial public offering ("IPO") of the Company's ordinary shares (the "Ordinary Shares") and proposed admission of its ordinary Shares to the premium segment of the Official List of the Financial Conduct Authority and to trading on the premium segment of the main market of the London Stock Exchange ("Admission").

URES is targeting Gross Issue Proceeds of  £150 million, before expenses by means of a placing, offer for subscription and intermediaries offer of 150 million Ordinary Shares (the "Issue") plus an Issue of up to 50 million Consideration Shares in connection with the acquisition of Seed Assets at an issue price of £1.00 per Ordinary Share. Expected market capitalisation following the completion of the acquisition of Seed Assets is £200 million.

URES will be managed by L1 Capital UK Property Advisors Limited.

Further details of the Issue are set out in the Prospectus which, subject to certain access restrictions, will shortly be available on the Company's website (www.ukresidentialreit.com).

A copy of the Prospectus will also be submitted to the National Storage Mechanism and will shortly be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Panmure Gordon (UK) Limited is sponsor and Panmure Gordon (UK) Limited together with RBC Capital Markets are acting as Joint Bookrunners.

Access to supplemental information for bona-fide, unconnected sell-side research analysts:

Related information will be made available via a link to unconnected research analysts today. Unconnected research analysts should email info@ukresidentialreit.com for further information.

EXPECTED TIMETABLE

The Company's LEI is 21380062ARZH7PJ5D557

FOR FURTHER INFORMATION, PLEASE CONTACT:

Disclaimer

This announcement is an advertisement and is not intended to be investment advice. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.

Recipients of this announcement who are considering acquiring Ordinary Shares are reminded that any such acquisition must be made only on the basis of the information contained in the Prospectus which, subject to certain access restrictions, will shortly be available on the Company's website (www.ukresidentialreit.com). A subscription for Ordinary Shares is subject to specific legal or regulatory restrictions in certain jurisdictions. Persons distributing this announcement must satisfy themselves that it is lawful to do so. The Company assumes no responsibility in the event that there is a violation by any person of such restrictions.

Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. The value of the Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.

This document may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, subject to limited exceptions, will not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US person (as defined under Regulation S under the US Securities Act). The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended. No public offering of securities is being made in the United States.

Neither this announcement nor any copy of it may be: (i) taken or transmitted into or distributed in Canada, Australia, Japan or the Republic of South Africa or to any resident thereof, or (ii) taken or transmitted into or distributed in Japan or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts regarding the Company's investment strategy, financing strategies, investment performance, results of operations, financial condition, prospects and the dividend policies of the Company and the instruments in which it will invest. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward- looking statements. These factors include, but are not limited to, changes in general market conditions, legislative or regulatory changes, changes in taxation regimes or development planning regimes, the Company's ability to invest its cash in suitable investments on a timely basis and the availability and cost of capital for future investments.

The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the UK Market Abuse Regulation, FSMA, the Listing Rules, the UK Prospectus Regulation or the Prospectus Regulation Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.

Panmure Gordon (UK) Limited ("Panmure") is authorised and regulated by the FCA and RBC Europe Limited (trading as RBC Capital Markets) (RBC) is authorised by the Prudential Regulation Authority (the  PRA) and regulated by the PRA and the FCA. Panmure Gordon and RBC (together the Joint Bookrunners) are acting exclusively for the Company and for no one else in connection with the Issue and will not be responsible to anyone (whether or not a recipient of this document) other than the Company for providing the protections afforded to clients of Panmure and RBC or for affording advice in relation to the Issue, the contents of this document or any matters referred to herein. This does not exclude any responsibility which either of the Joint Bookrunners may have under FSMA or the regulatory regime established thereunder.

Apart from the liabilities and responsibilities (if any) which may be imposed on the Joint Bookrunners by FSMA or the regulatory regime established thereunder, the Joint Bookrunners make no representations, express or implied, nor accepts any responsibility whatsoever for the contents of this announcement nor for any other statement made or purported to be made by the Joint Bookrunners or on their behalf in connection with the Company, the Ordinary Shares, the Issue or Admission. Each of the Joint Bookrunners and its Affiliates accordingly disclaim all and any liability (save for any statutory liability) whether arising in tort or contract or otherwise which it or they might otherwise have in respect of this document or any such statement. 

For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and do not form part of, this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("Directive 2014/65/EU"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing Directive 2014/65/EU; (c) local implementing measures; and/or (d) (where applicable to UK investors or UK firms) the relevant provisions of the UK MiFID Laws (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares the subject of the Issue have been subject to a product approval process, which has determined that such Ordinary Shares to be issued pursuant to the Initial Issue and the Placing Programme are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Directive 2014/65/EU or the UK MiFID Laws (as applicable); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU or the UK MiFID Laws, as applicable (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Directive 2014/65/EU, or the UK MiFID Laws, as applicable; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Ordinary Shares and determining appropriate distribution channels.