Filer granted permission from the Director, pursuant to s. 38(3) of the Securities Act (Ontario), to make listing representations in its offering documents to the effect that the filer intends to make application to the London Stock Exchange for its Ordinary Shares to be admitted for listing and trading.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 38(3).
July 3, 2014
Attention: Mr. Bruce Sheiner
Re: Deutsche Bank Securities Inc., on behalf of Urban Exposure Real Estate PLC.
Application for Permission under s. 38(3) of the Securities Act (Ontario) to Make Listing Representations.
Further to your letter submitted on behalf of Deutsche Bank Securities Inc. ( the Filer) on behalf of Urban Exposure Real Estate PLC (the Company) dated June 25, 2014 (the Application), we understand that:
1. The Company is incorporated in Jersey under the Companies (Jersey) Law 1991, as amended, with registered no. 115669.
2. The Company is contemplating an issuance of its Ordinary Shares by way of Cornerstone Subscription, the UE Subscription and the Placing (together the Offering).
3. The Company is not a reporting issuer in any jurisdiction in Canada.
4. The Offering is being made (i) in the United Kingdom by way of prospectus (the Prospectus), (ii) in the United States only to qualified institutional buyers and (iii) outside of the United States to select investors.
5. It is contemplated that the Offering will be made by way of a private placement (the Private Placement) in the Canadian provinces of Ontario and Quebec.
6. In connection with the Private Placement, it is expected that prospective investors in Ontario and Quebec will be provided a preliminary and final Canadian offering memorandum that includes, as applicable, the preliminary or final Prospectus (collectively the Offering Memoranda).
7. Each prospective investor in Ontario or Quebec will be an "accredited investor" in accordance with National Instrument 45-106 Prospectus and Registration Exemptions or a "permitted client" in accordance with National Instrument 31-103 Registration Requirements and Exemptions.
8. The placement agent in Canada for the Private Placement (the Placement Agent) will, when distributing securities to residents of Ontario, rely on appropriate exemptions from the prospectus requirements and will either (i) rely on the "international dealer" exemption to the registration requirements or (ii) be a dealer registered under the securities laws of Ontario.
9. The Offering Memoranda will contain representations identical or substantially similar to the following (the Listing Representations):
a. "Application will be made to the FCA for all of the Ordinary Shares issued and to be issued in connection with the Cornerstone Subscription, the UE Subscription and the Placing to be admitted to the Official List (premium listing) of the UK Listing Authority and for all such Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities."
b. "It is expected that conditional dealings in the Ordinary Shares will commence at 8.00 a.m. (London time) on July [•] 2014. It is expected that admission will become effective and that unconditional dealings in the Ordinary Shares will commence at 8.00 a.m. (London time) on [•] July 2014."
c. "Applications will be made to the FCA and the London Stock Exchange, respectively, for all of the Ordinary Shares to be issued pursuant to the Issue to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that unconditional dealings in the Ordinary Shares will commence at 8.00 a.m. on [•] July 2014."
10. No approval for the listing of the Ordinary Shares on the London Stock Exchange, conditional or otherwise, has been granted, nor has such stock exchange consented to, nor indicated that they do not object to, the Listing Representations. The Company does not intend to apply to list the Ordinary Shares on any other exchange or quotation system.
11. The Filer seeks permission to include the Listing Representations in the Offering Memoranda to be provided and made available to prospective Ontario purchasers.
Based upon the representations above and the representations contained in your Application, permission is hereby granted pursuant to subsection 38(3) of the Securities Act (Ontario) to include the Listing Representations (through the incorporation of the preliminary or final Prospectus, as the case may be) in the Offering Memoranda to be provided to or made available to prospective Ontario purchasers.
Yours very truly,