Real Estate Credit Investments : Announcement of Placing Programme and Notice of Extraordinary General Meeting

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY US PERSONS OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION, OR TO ANY PERSON, WHERE DOING SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH

JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

Capitalised terms used in this announcement and not otherwise defined shall have the meanings ascribed to them in the definitions section set out below.

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") that has today been published by Real Estate Credit Investments Limited in connection with the Placing Programme (as defined below) and the admission of certain of its ordinary shares (the "New Ordinary Shares") to listing on the premium segment of the UK Listing Authority's Official List and to trading on the premium segment of the London Stock Exchange's Main Market for securities admitted to trading. Copies of the Prospectus will be available at the Company's registered office and will be available for viewing at the National Storage Mechanism athttp://www.morningstar.co.uk/uk/NSM.This announcement does not constitute or form a part of any offer to sell or issue, or a solicitation of any offer to purchase or otherwise acquire, securities by any US Persons or in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

2 November 2018

Real Estate Credit Investments Limited

(the "Company")

Proposed Placing Programme and Notice of Extraordinary General Meeting

Further to the Company's announcement on 21 September 2018, the Board is pleased to announce its intention to establish a placing programme for the issue of up to 100 million New Ordinary Shares (the "Placing Programme") to enable the Company to raise capital in an efficient and cost-effective manner over the next 12 months. The Company has today published a prospectus setting out full details of the Placing Programme (the "Prospectus"). The Placing Price applicable to each Placing under the Placing Programme will be determined by reference to the Net Asset Value per Ordinary

Share as at the month-end immediately preceding each Placing.

The Placing Programme is conditional upon, amongst other things, a resolution being passed at an extraordinary general meeting of the Company to be convened for 29 November 2018 (the "EGM"). A

Circular, containing a notice convening the EGM, will be sent to Shareholders today.

The Circular and the Prospectus will shortly be available on the national storage mechanism athttp://www.morningstar.co.uk/uk/NSM, and will also be available on the Company's website atwww.recreditinvest.com.

Highlights:

• • The proposed Placing Programme is intended to enable the Company to raise additional capital through the issue of up to 100 million New Ordinary Shares in the period from 30 November 2018 to 1 November 2019.

• • Assuming 100 million New Ordinary Shares are issued under the Placing Programme, the Company will raise gross proceeds of approximately £164 million based on the latest unaudited Net Asset Value per Ordinary Share of 164.1 pence as at 30 September 2018.

• • The funds raised from the Placing Programme will be invested in accordance with the Company's strategy and investment objective and policy to grow its portfolio.

• • Liberum Capital Limited ("Liberum") has been appointed as Sponsor and Bookrunner in relation to the Placing Programme.

• • The Placing Price applicable to each Placing will be determined by reference to the Net Asset Value per Ordinary Share as at the month-end immediately preceding the relevant Placing.

Bob Cowdell, Chairman of Real Estate Credit Investments Limited, commented:

"Recognising the continuing pipeline of attractive investment opportunities available and with the oversubscribed September tap issue having exhausted the Company's existing authority to issue new shares, we are pleased to announce today the launch of a new placing programme, which will enable RECI to match investor demand with those new investment opportunities."

For further information please contact:

Cheyne Capital Management (UK) LLP Nicole Von Westenholz (Investor Relations)

[phone]

Liberum Capital Limited (Sponsor and Bookrunner)

[phone]

Shane Le Prevost

Richard Crawley Richard Bootle

Laura Hamilton

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The anticipated dates and sequence of events relating to the implementation of the Proposals are set out below:

Publication of Prospectus	2 November 2018
Publication of Circular	2 November 2018
Record date for participation and voting at the EGM	Close of business
November 2018
Latest time and date for the receipt of the Proxy Appointments
for the EGM*
Extraordinary General Meeting

on 27

11.00 a.m. on 27 November 2018

11.00 a.m. on 29 November

2018
Admission and crediting of CREST accounts in respect of each	8.00 a.m. on the Business
Placing	Day on which New Ordinary
Shares are issued
Placing Programme closes	1 November 2019

The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by the Company, in which event details of the new times and dates will be notified to the UK Listing Authority, and an announcement will be made on a RIS.

References to times in this announcement are to London times unless otherwise stated.

* Please note that the latest time for receipt of the Forms of Proxy in respect of the EGM is 48 hours (excluding any part of a day which is not a Business Day) prior to the time allotted for the EGM.

PLACING PROGRAMME STATISTICS

Maximum number of New Ordinary Shares under the Placing Programme

Maximum size of Placing Programme*

100,000,000 £164,100,000

ISIN for Ordinary Shares

GB00B0HW5366

SEDOL for Ordinary Shares

B0HW536

Ordinary Shares ticker

RECI

* Calculated using 30 September 2018 unaudited NAV per Ordinary Share of 164.1 pence. The Placing Price applicable to each Placing under the Placing Programme will be determined by reference to the Net Asset Value per Ordinary Share as at the month-end immediately preceding the Placing.

Minimum subscription per investor pursuant to each Placing within the Placing Programme is £10,000.

1. Introduction

The Company is a non-cellular company limited by shares which was incorporated in Guernsey on 6

September 2005 with registered number 43634. It has been declared to be an authorised closed-ended investment scheme by the Guernsey Financial Services Commission. For further information in relation to the history of the Company please refer to Part VIII of the Prospectus. The Company's investments are managed by Cheyne Capital Management (UK) LLP (the "Investment Manager"), a London-based investment management company authorised and regulated by the Financial Conduct Authority.

The Company's investment strategy offers investors exposure to a diversified portfolio of Real Estate Credit Investments. The real estate debt strategy focuses on secured residential and commercial debt in the UK and Western Europe, seeking to exploit opportunities in publicly traded securities and real estate loans. The Company has adopted a long term strategic approach to investing and focuses on identifying value in real estate debt.

2. The Proposal

(i)Placing Programme

The Company intends to issue up to 100 million New Ordinary Shares pursuant to the Placing Programme, which is expected to consist of one or more Placings. The New Ordinary Shares to be issued pursuant to the Placing Programme will rank pari passu with the Existing Ordinary Shares.

Subject to the requirements of the Listing Rules, the price at which each New Ordinary Share will be issued pursuant to each Placing will be no less than the aggregate of the published Net Asset Value per Existing Ordinary Share at the time of issue (after deducting any dividend per Ordinary Share in relation to which the New Ordinary Shares to be issued pursuant to the relevant Placing will not participate and that was declared subsequent to the date on which the relevant Net Asset Value per Ordinary Share was calculated) and such sum as equates to the costs, expenses and commissions attributable to such Placing and may, in the Directors' sole discretion, include a premium. The Placing Price in relation to each Placing will be announced by the Company via an RIS announcement in advance of that Placing.

The number of New Ordinary Shares issued in conjunction with each Placing will be determined based on the Placing Price, but will not exceed, in aggregate, 100 million New Ordinary Shares.

(ii)Background and benefits of the Placing Programme

The Board, as advised by the Investment Manager, continues to be positive about the investment opportunities available within real estate credit markets.

It is the Investment Manager's view that whilst economic and Brexit related uncertainty exists, the UK and Western European real estate markets (and, in particular those in Germany and France) continue to offer an attractive combination of underlying tenant demand, relatively liquid investment markets and a shortage of debt capital.

Given this backdrop, and in light of the positive prospects for further investments by the Company in the short to medium term, the Directors believe that implementing the Placing Programme is in the best interests of the Company and the Shareholders as a whole and will lead to:

• • an attractive level of returns from new investments;

• • a reduction in the total expense ratio, by spreading the Company's fixed running costs over a larger Ordinary Shareholder base; and

• • an improved free float, which may enhance liquidity in the Ordinary Shares.

The Net Placing Proceeds will be deployed in new real estate credit investment opportunities, and to fund the existing undrawn loan commitments the Company has already closed, in accordance with the Investment Objective and Policy, which the Directors believe will provide:

• • greater scope to expand and diversify the Investment Portfolio; and

• • a better position for the Company to take advantage of the attractive investment opportunities which both the Directors and the Investment Manager anticipate will continue to arise for the foreseeable future. The Investment Manager believes that the best risk-adjusted opportunity set currently lies in senior loans and core income bonds.

The Investment Manager continuously assesses market conditions and investment opportunities and the implementation of the Placing Programme will allow the Company to undertake fundraisings in an expeditious and straightforward manner to take advantage of investments as they arise. To the extent that the Company is not able to participate in any planned investments after a Placing (which the Directors do not expect to be the case), the Net Placing Proceeds from such Placing may be invested in other assets that the Investment Manager believes offer attractive returns to the Company and that fall within the Investment Objective and Policy.

(iii)Placing Programme

The Company intends to issue up to 100 million New Ordinary Shares pursuant to the Placing Programme, subject to the Company being able to source suitable investments in accordance with its Investment Objective and Policy. The maximum number of New Ordinary Shares available under the Placing Programme should not be taken as an indication of the number of New Ordinary Shares to be finally issued.

The Placing Programme is flexible and may have a number of closing dates in order to provide the Company with the ability to issue the New Ordinary Shares over a period of time. The Placing Programme is intended to partially satisfy market demand for the Ordinary Shares and to raise further money for investment in accordance with the Investment Objective and Policy.

The Directors believe, having been so advised by the Investment Manager, that the primary advantage of raising capital pursuant to the Placing Programme will be the opportunity for further investment in the Western European real estate credit markets, particularly in real estate debt secured against commercial and residential real estate assets in the UK and Western Europe. To the extent that suitable investments are not available (which the Directors do not expect to be the case) the Net Placing Proceeds may also be invested in other assets that fall within the Investment Objective and Policy to the extent that the Investment Manager identifies investment opportunities that it believes offer attractive returns to the Company.

Pending investment of the Net Placing Proceeds in accordance with the Investment Objective and Policy, the Company may invest the net proceeds in short term money market funds. The Company does not intend to apply leverage to these temporary investments.

Allotment and issue of New Ordinary Shares under the Placing Programme is at the discretion of the Directors. Allotments and issuance may take place at any time prior to the final closing date of the Placing Programme. An announcement of each allotment and issue will be released through an RIS, including details of the number of New Ordinary Shares allotted and issued and the applicable Placing Price. It is anticipated that dealings in the New Ordinary Shares will commence two Business Days after the trade date for each issue of New Ordinary Shares. Whilst it is expected that all New Ordinary Shares issued pursuant to a particular Placing will be issued in uncertificated form, if any New Ordinary Shares are issued in certificated form it is expected that share certificates would be despatched approximately two weeks after the relevant Admission. No temporary documents of title will be issued.

The Placing Programme is not being underwritten and, as at the date of the Prospectus, the actual number of New Ordinary Shares to be issued under the Placing Programme is not known. The number of New Ordinary Shares available under the Placing Programme should not be taken as an indication of the number of New Ordinary Shares to be finally issued.

The Placing Programme is not being made on a pre-emptive basis, therefore Existing Ordinary Shareholders who do not participate in the Placing Programme will have their percentage holding diluted following each issue of New Ordinary Shares. Assuming that the maximum number of New Ordinary Shares are issued under the Placing Programme (being 100 million), this will result in a dilution of approximately 39 per cent. in Existing Ordinary Shareholders' voting control of the Company.

The New Ordinary Shares issued pursuant to the Placing Programme (including pursuant to the Initial Placing) will rank pari passu with the Ordinary Shares then in issue (save that the New Ordinary Shares will not be entitled to receive any dividends or other distributions declared, made or paid in respect of Ordinary Shares by reference to a record date prior to the allotment and issue of the relevant New Ordinary Shares).