Slate Office REIT (TSX:SOT.UN) reached an agreement to acquire Yew Grove REIT plc (ISE:YEW) for approximately €130 million on November 15, 2021. As per terms, Slate Office REIT made a cash offer at €1.017 per share. The Cash Offer, if made, values the entire issued and to be issued share capital of Yew Grove at approximately €127.8 million, which together with total reported borrowings on June 30, 2021 of €49.5 million implies an acquisition enterprise value of €177.4 million. The transaction will be financed through (i) the sale, on a “bought deal” basis, of CAD 55 million (€38.3 million) of subscription receipts and CAD 75 million (€52.2 million) aggregate principal amount of 5.50% extendible convertible unsecured subordinated debentures, (ii) a CAD 5.8 million (€4 million) private placement of units of the REIT to Slate, (iii) approximately CAD 134.4 million (€93.5 million) of new property-level debt at an attractive effective interest rate of 2.65%, and (iv) existing balance sheet liquidity. Yew Grove Board announces that it has approved the payment of an interim dividend of €0.012 per share in cash, bringing the total amount to be paid to Yew Grove Shareholders, should the Cash Offer be made, to €1.029 per Share in cash. The Yew Grove Directors will resign from the office of director of Yew Grove on or immediately after the Effective Date. An application will be made to Euronext Dublin and the London Stock Exchange prior to the Effective Date to cancel the admission of the Yew Grove Shares to trading on the regulated market of Euronext Dublin and the AIM market of the London Stock Exchange, respectively.

The Cash Offer is conditional only on the closing of the bought deal offering by Slate for subscription receipts and convertible unsecured subordinated debentures, which bought deal offering was announced by Slate on November 15, 2021 and to complete by no later than November 29, 2021. After completion Charles Peach will assume the role of Chief Financial Officer (“CFO”) of Slate Office REIT. If the Cash Offer is made, it is intended that it will be implemented by way of a High Court sanctioned scheme of arrangement. Scheme will be conditional upon the approval at the Scheme Meeting by at least 75% of Yew Grove shareholders. Yew Grove Board unanimously recommends that Yew Grove Shareholders vote in favour of the Acquisition and all of the Resolutions, as they have irrevocably committed to do in respect of their own beneficial holdings of, in aggregate, 5,514,350 Yew Grove Shares which represent approximately 4.41% of the issued share capital of Yew Grove as of November 18, 2021. Yew Grove has agreed to pay to Slate Office in certain circumstances set out below an amount equal to all documented, specific and quantifiable third party costs and expenses incurred, or any member of the Slate Group in connection with the Acquisition, including legal, accounting, property, financial and commercial due diligence, arranging financing and engaging advisers to assist in the process, provided that the gross amount not exceeding 1%. As on December 17, 2021, Together with the previously announced CAD 5.8 million private placement to Slate Asset Management L.P., which is expected to close subject to and concurrent with closing of the proposed acquisition of the issued and outstanding shares of Yew Grove REIT plc, the total gross proceeds of the Offering, including the partial exercise of the Debenture over-allotment option, and Private Placement are expected to be approximately CAD 145 million. As of December 23, 2021, shareholders of Yew Grove REIT plc has approved the transaction. As on January 27, 2022, the transaction is approved by the High Court and the Scheme shall become effective on February 7, 2022. It is anticipated that the Scheme will become Effective in the first quarter of 2022. As of January 10, 2022, transaction is expected to occur in February 2022. – Slate Office REIT (TSX: SOT.UN) (the “REIT”), an owner and operator of office real estate, announced today that, upon completion of the Proposed Acquisition, Charles Peach will assume the role of Chief Financial Officer of Slate Office REIT. He will replace Michael Sheehan, who is stepping down from his role as Chief Financial Officer to pursue other opportunities. Peach will work closely with the REIT's senior management team to ensure a seamless transition in the coming weeks.

Finbarr Griffin, David Kearney and John Flynn of Goodbody Stockbrokers UC acted as financial advisors to the board of Yew Grove REIT plc. Tom Godfrey and Laurence O'Shaughnessy of IBI Corporate Finance Limited acted financial advisors to Slate Office REIT. Richard Crawley and Jamie Richards of Liberum Capital Limited acted as the financial advisors to Yew Grove. William Fry, Solicitors acted as legal advisor to Yew Grove. DLA Piper Ireland LLP acted as legal advisor to Slate Office.

Slate Office REIT (TSX:SOT.UN) completed the acquisition of Yew Grove REIT plc (ISE:YEW) on February 7, 2022. Trading of Yew Grove Shares on the Euronext Dublin Market and AIM has been suspended from February 8, 2022 and cancellation of trading of Yew Grove Shares on the Euronext Dublin Market and AIM will take effect from February 9, 2022. As of February 9, 2022, listing of Yew Grove Shares on the Euronext Dublin Market and AIM has been cancelled. Yew Grove REIT is now delisted from the Euronext Dublin Market and AIM.