Regional Reit ZDP : Posting of circular and notice of general meeting

7 December 2018

REGIONAL REIT ZDP PLC

Posting of circular and notice of general meeting

Regional REIT ZDP PLC (LSE: RGLZ) (the 'Company'), today announces that a circular (the 'Circular') relating to the recommended members' voluntary winding-up of the Company and notice of a general meeting (the 'Meeting') to approve the winding-up of the Company is expected to be posted to all shareholders of the Company later today.

The Company issued zero dividend preference shares of £1.00 each (the 'ZDP Shares') in January 2014. On 24 March 2017, the Company announced that the final capital entitlement of the ZDP Shares, as at their maturity on 9 January 2019, would be 132.9 pence per ZDP Share (the 'Final Capital Entitlement'). The Company's articles of association (the 'Articles') provide that the Company shall be placed into voluntary liquidation on 9 January following a general meeting convened for the purposes of passing a winding up resolution. A winding-up of the Company enables the Final Capital Entitlement to be paid in accordance with the Articles.

Accordingly, the Directors have convened a general meeting of the Company, which will be held on Wednesday 9 January 2019, at which a resolution will be proposed requiring the Company to be wound up voluntarily pursuant to section 84(1)(b) of the Insolvency Act 1986. The Directors intend to make a declaration of solvency prior to the Meeting.

The Meeting (which holders of ZDP Shares ('ZDP Shareholders') and the holder of ordinary shares are entitled to attend and vote) will be held at 9.30am on 9 January 2019 at the offices of Macfarlanes LLP, 20 Cursitor Street London EC4A 1LT.

An expected timetable in relation to the payment of the Final Capital Entitlement and the winding-up is set out below.

To view the Circular, please go to the website of Regional REIT Limited:http://www.regionalreit.com/about-us/rglz/circular-proxy.A copy of the Circular will be submitted to the National Storage Mechanism and will be available for inspection at http://www.morningstar.co.uk/uk/NSM

Also available at the National Storage Mechanism is a copy of the Notice of the General Meeting for the one ordinary shareholder, Regional Commercial MidCo Limited, a 100% owned subsidiary of Regional REIT Limited.

Expected Timetable

	20191
Latest time and date for receipt of Forms of Proxy and for appointments utilising the CREST electronic proxy appointment service for the General Meeting	9.30 a.m. on 7 January
Record date for the Final Capital Entitlement	6.00 p.m. on 8 January
Admission of the ZDP Shares to the Official List and trading of the ZDP Shares on the London Stock Exchange's Main Market suspended and register of ZDP Shareholders closed	7.30 a.m. on 9 January
General Meeting	9.30 a.m. on 9 January
In respect of ZDP Shares held in uncertificated form, relevant CREST accounts credited with the Final Capital Repayment2	9 January
In respect of ZDP Shares held in certificated form, chequesin respect of the Final Capital Entitlement despatched to ZDP Shareholders entitled thereto2	9 January
Admission of the ZDP Shares to the Official List andtrading of the ZDP Shares on the London Stock Exchange's Main Market cancelled2	8.00 a.m. on 10 January

Notes:

¹ All times referred to in this document are, unless otherwise stated, references to London time.

² Conditional on the resolution to be proposed at the General Meeting being passed.

- ENDS -

Enquiries:

Regional REIT Limited
Press enquiries through Headland PR
Toscafund Asset Management	Tel: [phone]
Investment Manager to the Group
Adam Dickinson, Investor Relations, Regional REIT Limited
London & Scottish Investments	Tel: [phone]
Asset Manager to the Group
Stephen Inglis
Headland PR Consultancy LLP	Tel: [phone]
Financial PR
Francesca Tuckett / Jack Gault

About Regional REIT ZDP

Regional REIT ZDP PLC (LSE: RGLZ) is a wholly-owned subsidiary of Regional Commercial Midco Limited, itself a wholly-owned subsidiary of Regional REIT Limited. Regional REIT ZDP PLC was acquired on 24 March 2017 as part of a transaction for a portfolio of commercial property assets. Regional Commercial Midco has assumed the obligations to fund the repayment of the zero dividend preference shares issued by Regional REIT ZDP PLC.

Regional REIT Limited (LSE: RGL) is a London Stock Exchange Main Market traded specialist real estate investment trust focused on office and industrial property interests in the principal regional locations of the United Kingdom outside of the M25 motorway.

Regional REIT Limited is managed by London & Scottish Investments, the Asset Manager, and Toscafund Asset Management, the Investment Manager, and was formed by the combination of two existing funds previously created by the Managers as a differentiated play on the expected recovery in UK regional property, to deliver an attractive total return to Shareholders and with a strong focus on income.

ESMA Legal Entity Identifier ('LEI'): 5493008P27MNKQPREM26