Kennedy Wilson Europe Real Estate : Form 8.5 EPT/RI-Kennedy Wilson Eur Real Estate Plc

FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-

SERVING CAPACITY

Rule 8.5 of the Takeover Code (the 'Code')

1. KEY INFORMATION

(a) Name of exempt principal trader:	J.P. Morgan Securities Plc
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Kennedy Wilson Europe Real Estate Plc
(c) Name of the party to the offer with which exempt principal trader is connected:	Kennedy Wilson Europe Real Estate Plc
(d) Date dealing undertaken:	24 April 2017
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state 'N/A'	Yes Kennedy-Wilson Holdings, Inc.

2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security	Purchases/ sales	Total number of securities	Highest price per unit paid/received (GBP)	Lowest price per unit paid/received (GBP)
Ordinary Shares	Purchases Sales	395,684 407,487	11.3300 11.2750	11.0100 11.0050

(b) Cash-settled derivative transactions

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit (GBP)
Ordinary Shares	Equity Swaps	Long Short	236 48 216 25 305 11,100 3 15,900 359 1,063 156 69 1,829 31,642 1 6 292 422 792 576 109 242 399 910 22,050 1,470 646 1,228 4,550 7,102 1,181 517 4,442 358	11.0050 11.0110 11.0997 11.1096 11.1595 11.1716 11.1881 11.1904 11.1908 11.1964 11.2037 11.2255 11.2274 11.2301 11.2396 11.2497 11.1511 11.1517 11.1549 11.1553 11.1631 11.1636 11.1650 11.1655 11.1705 11.1758 11.1760 11.1934 11.1956 11.2038 11.2122 11.2124 11.2217 11.2523

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit (GBP)	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit (GBP)
Ordinary Shares

(ii) Exercise

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit (GBP)
Ordinary Shares

(d) Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable) (GBP)

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state 'none'

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state 'none'

None

Date of disclosure:	25 April 2017
Contact name:	Tung Le
Telephone number:	020 7742 7272

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel [e-mail]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website atwww.thetakeoverpanel.org.uk.