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

30 NOVEMBER 2021

Recommended acquisition of Yew Grove REIT plc by Slate Office Ireland Investment Limited, an indirect wholly-owned subsidiary of Slate Office REIT

Publication and Posting of Scheme Document

On 19 November 2021, Yew Grove REIT plc ("Yew Grove") and Slate Office REIT ("Slate") announced that they had reached agreement on the terms of a cash offer for Yew Grove by Slate, which has been unanimously recommended by the Yew Grove board of directors, pursuant to which Slate Office Ireland Investment Limited ("Bidco"), an indirect wholly-owned subsidiary of Slate, will acquire the entire issued and to be issued share capital of Yew Grove (the "Acquisition").

The Acquisition is to be effected by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme").

Yew Grove announces that it has today published a circular relating to the Scheme (the "Scheme Document") which it has also posted to shareholders of Yew Grove ("Yew Grove Shareholders") together with the associated Forms of Proxy.

Capitalised terms used, but not defined, in this announcement have the same meaning as in the Scheme Document.

Under the terms of the Acquisition, Yew Grove Shareholders will be entitled to receive:

for each Yew Grove Share €1.017 in cash

The Acquisition values the entire issued and to be issued share capital of Yew Grove at approximately €127.8 million, which together with total reported borrowings at 30 June 2021 of €49.5 million implies an acquisition enterprise value of €177.4 million.

The Acquisition represents a premium of approximately:

•         1.7% to Yew Grove's closing share price of €1.00 on 15 November 2021 (being the last practicable day prior to the publication of the announcement made by Yew Grove, Slate and Bidco under Rule 2.4 of the Irish Takeover Rules on 15 November 2021);

•         3.7% to Yew Grove's volume weighted average share price of approximately €0.98 over the 180 trading day period ending on 15 November 2021; and

•         1.4% to Yew Grove's EPRA NTA per Yew Grove Share as at 30 June 2021, based on the independent valuation of Yew Grove's Property Portfolio by Lisney Limited as at 30 June 2021.

It is proposed that, under the Scheme, all Cancellation Shares will be cancelled pursuant to Sections 84 to 86 of the Companies Act 2014 and any Transfer Shares will be transferred to Bidco in accordance with the Scheme. Yew Grove will then issue New Yew Grove Shares to Bidco in place of the Cancellation Shares. As a result of these arrangements, Yew Grove will become a wholly owned subsidiary of Bidco. Yew Grove Shareholders whose shares are subject to the Scheme will receive the Consideration (without interest and less any applicable withholding taxes) in consideration for the cancellation of the Cancellation Shares held by them at the Scheme Record Time and the transfer of any Transfer Shares held by them at the Scheme Record Time. Yew Grove Shares issued after the Scheme Record Time will not be subject to the Scheme. Accordingly, it is proposed that the Yew Grove Articles be amended so that any Yew Grove Shares issued after the Scheme Record Time (other than to Bidco and/or its nominees) will be immediately and automatically transferred to Bidco on the same terms as under the Scheme.

The Scheme requires approval by Yew Grove Shareholders at the Scheme Meeting to be held at 6th Floor, 2 Grand Canal Square, Dublin 2, D02 A342, Ireland on 23 December 2021, commencing at 11.00 a.m. In addition to approval at the Scheme Meeting, implementation of the Scheme requires various approvals by Yew Grove Shareholders at an EGM to be held at the same location commencing at 11.15 a.m. on 23 December 2021 or, if later, immediately after the conclusion or adjournment of the Scheme Meeting. If the Scheme becomes effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Scheme Meeting or the EGM (and, if they attended and voted, whether or not they voted in favour).

COVID-19 Restrictions

The Yew Grove Board notes the various measures applying in Ireland due to the ongoing COVID-19 pandemic. In light of these measures, together with the uncertainty as to any additional and/or alternative measures that may be put in place by the Irish Government, and in order to protect the health and safety of Yew Grove Shareholders and Yew Grove Directors, we hope that shareholders will understand that Yew Grove Shareholders and other attendees will not be permitted to attend the Scheme Meeting or the EGM in person, save for the Chairperson, Yew Grove's legal advisers and any Yew Grove Directors that may be nominated by the Chairperson.

Instead, Yew Grove Shareholders will be given the opportunity to attend, speak, ask questions and vote at the Scheme Meeting and the EGM remotely via a virtual meeting platform provided by Lumi Global and related teleconference facility, either personally, or by proxy if an individual, or by proxy or corporate representative if a company.

The expected timetable of principal events is attached as an Appendix to this announcement

Yew Grove Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Enquiries:

Yew Grove Press enquiries

Jonathan Laredo / Charles Peach                                                                 Tel: +353 1 485 3950 

Goodbody, (Financial Adviser, Corporate Broker and

Rule 3 Adviser to Yew Grove)

Finbarr Griffin / David Kearney / John Flynn                                                 Tel: +353 1 667 0420

Liberum Capital Limited, (Corporate Broker and

Nomad to Yew Grove)

Richard Crawley / Jamie Richards                                                                Tel: +44 20 3100 2000

IFC Advisory Limited, (PR adviser to Yew Grove)

Tim Metcalfe / Graham Herring                                                                     Tel: +44 20 3934 6630

Statements required by the Takeover Rules

The Yew Grove Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Yew Grove Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Goodbody Stockbrokers UC ("Goodbody"), which in Ireland is regulated by the Central Bank of Ireland and in the United Kingdom is authorised and subject to limited regulation by the Financial Conduct Authority, is acting exclusively for Yew Grove and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Yew Grove for providing the protections afforded to clients of Goodbody, or for providing advice in connection with the matters referred to in this announcement. Neither Goodbody nor any of its subsidiaries 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 Goodbody in connection with this announcement or any matter referred to herein.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Yew Grove and no one else in connection with the matters described in this announcement. Liberum will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the matters described in this announcement and will not be responsible to anyone other than Yew Grove for providing the protections afforded to its clients or for providing any advice in relation to matters or arrangements referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on Liberum by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Liberum does not accept any responsibility whatsoever for, and makes no representation or warranty, express or implied, as to the contents of this announcement or for any other statement made or purported to be made by it, or on its behalf, in connection with Yew Grove and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future. Liberum accordingly, to the fullest extent permitted by law, disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.

Disclosure requirements of the Takeover Rules

Under the provisions of Rule 8.3 of the Irish Takeover Panel Act 1997, Takeover Rules, 2013 (the "Irish Takeover Rules"), if any person is, or becomes, "interested" (directly or indirectly) in, 1% or more of any class of "relevant securities" of Yew Grove, all "dealings" in any "relevant securities" of Yew Grove (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 Yew Grove, 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 Irish Takeover Rules, all "dealings" in "relevant securities" of Yew Grove by Slate or Bidco, or by any party acting in concert (as defined in the Irish Takeover Panel Act 1997 (as amended)) 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 Panel's 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 Irish Takeover Rules, which can also be found on the Irish Takeover Panel's 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 Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

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 laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in Ireland or the United Kingdom. Persons who are not resident in Ireland or the United Kingdom, or who are subject to laws of any jurisdiction other than Ireland or the United Kingdom, should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The release, publication or distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any restricted jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Slate, Bidco and Yew Grove disclaim any responsibility or liability for the violations of any such restrictions by any person.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Any figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Time

All references to times are to Irish time unless otherwise stated.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following timetable is based on Yew Grove and Bidco's current expected dates for the implementation of the Acquisition and the Scheme and is subject to change.

1.     The Voting Record Time in respect of the Scheme Meeting is 6.00 p.m. on 19 December 2021 or if the Scheme Meeting is adjourned, 6.00 p.m. on the day before the date that falls 72 hours before the time appointed for the adjourned meeting. Holdings as of the record date determine entitlement to attend remotely, speak, ask questions and in respect of the number of ordinary shares registered in their name, vote at the meeting, or if relevant, any adjournment thereof. Changes in the register after that time and date will be disregarded in determining the right of any person to attend remotely and/or vote at the meeting or any adjournment thereof.

The Voting Record Time in respect of the EGM is 6.00 p.m. on 19 December 2021 or if the EGM is adjourned, 6.00 p.m. on the day before the date that falls 72 hours before the time appointed for the adjourned meeting. Holdings as of the record date determine entitlement to attend, speak, ask questions and in respect of the number of ordinary shares registered in their name, vote at the meeting, or if relevant, any adjournment thereof. Changes in the register after that time and date will be disregarded in determining the right of any person to attend and/or vote at the meeting or any adjournment thereof.

2.     Different deadlines and procedures for voting may apply in certain cases. This is particularly relevant if you hold your interest in ordinary shares in uncertificated form (i.e. via the Euroclear Bank System, or in CDIs via CREST). All such persons who are eligible to exercise voting rights in connection with the Resolutions proposed for consideration at the Scheme Meeting and EGM are strongly recommended to consult with their stockbroker or other intermediary at the earliest opportunity given that earlier deadlines for actions than those set out in the 'Expected Timetable of Principal Events' will be applied by relevant service providers. While the relevant voting deadlines will be confirmed by Euroclear Bank and EUI (or Broadridge), and notified by, or on behalf of each of them to EB Participants and CDI Holders respectively, the expected voting deadlines (based on the dates specified in the Expected Timetable of Principal Events) are as follows:

CDI Holders                                                                                                                7.00 p.m. on 17 December 2021

EB Participants in respect of the Scheme Meeting                                              10.00 a.m. on 21 December 2021

EB Participants in respect of the EGM                                                                   10.15 a.m. on 21 December 2021

3.     To commence at 11.15 a.m., or, if later, as soon thereafter as the Scheme Meeting has been concluded or adjourned.

Notes:

4.     These dates are indicative only and will depend, among other things, on the date upon which: (i) the conditions of the Scheme are satisfied or (if capable of waiver) waived; and (ii) the sanction of the Scheme by the High Court and the confirmation by the High Court of the Reduction of Capital necessary to implement the Scheme, the delivery of a copy of the  Court Order and the minute required by Section 86 of the Companies Act 2014 related to the Reduction of Capital to the Registrar of Companies and the registration of the Court Order and minute by the Registrar of Companies. The Acquisition is currently expected to be declared effective during the first quarter of 2022. All times shown in this announcement are Dublin times unless otherwise stated.

5.     Each of Yew Grove, Slate and Bidco have assumed certain obligations with respect to the mechanics for completion of the Acquisition, details of which are set out in the Escrow Agreement.

6.     This represents the maximum expected time for drawdown and payment of the Consideration by Bidco through the Escrow Agreement following the Scheme Court Hearing. In the event that the Consideration is paid by Bidco on an earlier date following the Scheme Court Hearing, the date for subsequent principal events (other than the End Date) would likewise occur earlier.

7.     The Effective Date and Effective Time of the Scheme may alternatively occur on D + 7 Business Days. Yew Grove Shareholders will be notified of the Effective Date and Effective Time, once known, through an announcement on a Regulatory Information Service.

8.     This is the latest date by which the Scheme may become effective. However, the Long Stop Date may be extended to such later date as Yew Grove and Bidco may agree in writing (with the Panel's consent and as the High Court may approve (should such approval(s) be required)).