Real Estate Credit Investments : Prospectus Summary

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If you are in any doubt as to the action you should take or the contents of this document, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank, solicitor, accountant, or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000, as amended ("FSMA"), if you are in the United Kingdom, or from another appropriately authorised independent financial adviser, if you are in a territory outside the United Kingdom.

This document has been preprared in connection with the publication of a prospectus (the "Prospectus") for the purposes of Article 3 of the European Union Regulation (EU) 2017/1129 as amended (the "Prospectus Regulation") relating to Real Estate Credit Investments Limited (the "Company"), in connection with a placing programme (the "Placing Programme") and the admission of new ordinary shares in the Company (the "New Ordinary Shares") to trading on the premium segement of the London Stock Exchange's Main Market ("Admission"), prepared in accordance with the prospectus rules of the Financial Conduct Authority (the "FCA") made pursuant to section 73A of FSMA (the "Prospectus Regulation Rules") and approved by the FCA, as competent authority under the Prospectus Regulation. It constitutes "a separate copy of the summary" for the purposes of Article 21(3) of the Prospectus Regulation.

It is expected that each Admission will become effective and dealings in New Ordinary Shares will commence between 10 March 2020 and 20 February 2021. Admission is conditional upon the existing ordinary shareholders of the Company voting in favour of a special resolution to disapply pre-emption rights in respect of 150 million ordinary shares at an extraordinary general meeting of the Company to be held at 2.00 p.m. on 10 March 2020.

Real Estate Credit Investments Limited

(an authorised closed-ended investment scheme limited by shares and incorporated

under the laws of Guernsey with registered number 43634)

Placing Programme in respect of up to 150 million New Ordinary Shares

Investment Manager

Cheyne Capital Management (UK) LLP

Sponsor and Bookrunner

Liberum Capital Limited

_______________________________________________________________________________________

The Prospectus is dated 21 February 2020. The page numbers in this document correspond to the page numbers in the Prospectus. The Prospectus is available for download at www.recreditinvest.com.

Liberum Capital Limited ("Liberum"), which is regulated in the United Kingdom by the FCA, is acting for the Company and for no one else and will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to Admission or the Placing Programme and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing any advice in connection with Admission, the Placing Programme, the contents of this document or any other matter referred to herein. Apart from any responsibilities which Liberum may have under FSMA or the regulatory regime established thereunder, Liberum takes no responsibility whatsoever for any part of the contents of this Prospectus or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Group and Admission. Liberum accordingly disclaims to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the Prospectus or any such statement.

SUMMARY

1. Introduction

1. Name and ISIN of securities
   Ticker for the New Ordinary Shares: RECI
   ISIN of the New Ordinary Shares: GB00B0HW5366
2. Identity and contact details of the issuer
   Name: Real Estate Credit Investments Limited (the "Company") (incorporated in Guernsey with registered number 43634)
   Address: East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3PP
   Tel: [phone]
   Legal Entity Identifier (LEI): 549300QRGEEMB5500LX86
3. Identity and contact details of the competent authority Name: Financial Conduct Authority
   Address: 12 Endeavour Square, London, E20 1JN, United Kingdom
   Tel: [phone]
4. Date of approval of the Prospectus 21 February 2020
5. Warnings
   This summary should be read as an introduction to this Prospectus. Any decision to invest in the Ordinary Shares of the Company to be issued under the Placing Programme (the "New Ordinary Shares") should be based on consideration of the Prospectus as a whole by the prospective investor. The investor could lose all or part of the invested capital. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under national law, have to bear the costs of translating the document before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of the Prospectus, or where it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in the New Ordinary Shares.

2. Key information on the issuer

1. Who is the issuer of the securities?

1. Domicile and legal form, LEI, applicable legislation and country of incorporation
   The Company is a non-cellular company limited by shares, registered and incorporated in Guernsey under the Companies (Guernsey) Law, 2008 on 06 September 2005 with registered number 43634 and LEI: 549300QRGEEMB5500LX86. The Company is a closed-ended investment company authorised by the GFSC under the Authorised Closed-ended Collective Investment Schemes Rules 2008 and the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended.
2. Principal activities
   The investment objective of the Company is to provide Ordinary Shareholders with attractive and stable returns, primarily in the form of quarterly dividends, by exposure to a diversified portfolio of real estate credit investments, predominantly comprising real estate loans and bonds.
   To achieve the investment objective, the Company invests and will continue to invest in real estate credit secured by commercial or residential properties in the United Kingdom and Western Europe ("Real Estate Credit Investments").

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1. Major Shareholders
   The below table sets out the persons who had notified the Company of an interest which represents 5 per cent. or more of the voting share capital of the Company as at 19 February 2020 (the "Latest Practicable Date"):

		Percentage
	No. of	of Existing
	Existing	Ordinary
	Ordinary	Shares
Ordinary Shareholder	Shares	in issue
Close Asset Mgt (London)	19,409,871	8.46
Bank Leumi Le Israel (Tel-Aviv)	17,938,509	7.82
Canaccord Genuity Wealth Mgt (Jersey)	17,316,432	7.55
FIL Investment International (London)	16,989,833	7.41
Premier Miton Investors (Guildford)	16,530,000	7.21
Smith & Williamson Investment Mgt (London)	15,128,381	6.60

Save as disclosed in this section, the Company is not aware of any person who, as at the Latest Practicable Date, directly or indirectly, has a holding which is notifiable under applicable law or who directly or indirectly, jointly or severally, exercises or could exercise control over the Company. There are no differences between the voting rights enjoyed by the Shareholders described above and those enjoyed by any other holder of Ordinary Shares.

1. Directors
   Bob Cowdell (Chairman); Susie Farnon; John Hallam; and Graham Harrison
2. Statutory auditors Deloitte LLP

1. What is the key financial information regarding the issuer?

1. Selected historical financial information
   The key figures that summarise the financial condition of the Company in respect of the financial year ended 31 March 2019 and half-year ended 30 September 2019 are set out in the table below:

			For the	For the
	For year	For year	six months	six months
	ended	ended	ended	ended
	31 March	31 March	30 September	30 September
	2019	2018	2019	2018
	£	£	£	£
Interest Income	22,314,473	18,413,836	12,455,820	10,748,531
Net gains/losses on financial assets and
liabilities at fair value through profit or loss	2,955,459	2,173,787	2,625,485	415,710
Operating Expenses	(4,833,548)	(3,741,454)	(2,752,368)	(2,190,133
Finance Costs	(1,203,559)	(1,911,444)	(763,080)	(444,016)
Net Profit/(Loss)	19,232,825	14,934,725	11,565,857	8,530,092
	As at	As at	As at	As at
	31 March	31 March	30 September	30 September
	2019	2018	2019	2018
Total Assets	355,150,063	308,157,688	394,041,791	286,762,725
Total Liabilities	101,951,774	79,633,776	64,634,357	35,067,893

1. Selected pro forma financial information N/A

1. Closed-endedfunds

1. Additional information relevant to closed end funds
   The data set out in the table below is at the date of the latest published net asset value, being 31 January 2020.

			NAV per
Share Class	Total NAV	No. of shares	Share
Ordinary	347,545,571	209,412,115	166.0 pence
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1. Income statement for closed end funds

				For the	For the
	For year	For year	For year	six months	six months
	ended	ended	ended	ended	ended
	31 March	31 March	31 March	30 September	30 September
	2019	2018	2017	2019	2018
Total net income	19,232,825	14,934,725	9,079,472	11,565,857	8,530,092
Net Profit/(Loss)	19,232,825	14,934,725	9,079,472	11,565,857	8,530,092
Performance fee (accrued/paid)	733,820	345,404	62,520	186,831	264,561
Investment management fee
(accrued/paid)	3,022,306	2,612,035	2,038,574	1,930,838	1,443,176
Any other material fees
(accrued/paid) to service
providers	1,077,422	784,015	1,125,094	634,699	482,396
Earnings per share	13.1p	13.0p	12.0p	6.3p	6.1p

1. Balance sheet for closed end funds

	As at	As at	As at	As at	As at
	31 March	31 March	31 March	30 September	30 September
	2019	2018	2017	2019	2018
Total Net Asset	355,150,063	308,157,688	189,271,376	394,041,791	286,762,725
Leverage ratio	28.2%	25.4%	24.0%	15.5%	9.5%

1. What are the key risks that are specific to the issuer? Risks relating to the Company and its investment strategy
   • The Company and the value of its Investment Portfolio are susceptible to any weakness, volatility or underperformance in the real estate market.
   • The Company's income will be derived from payments from its investments and default on investments will harm the Company's performance.
   • The ability of the Company to effectively implement its investment policy and achieve its desired investment returns may be limited by its ability to source appropriate investments in which to invest.
   • The Company may borrow through repurchase agreements, which are typically not linked to the term of the Real Estate Credit Investments purchased by the Company, and there is an increased risk that the Company will be required to sell assets to repay its obligations under the repurchase agreement where the Company is unable to extend or renew a repurchase agreement following the expiry of its term.
   • Where financing arrangements are entered into at the underlying SPV level the Company is subject to cross-collateralisation risk, where the relevant SPV, in the event that the SPV defaults on its obligations to the relevant third party lender, is required to sell one or more assets within that SPV to meet such obligations.
   • Recent or future political developments may adversely affect the Company's business, financial condition, results of operations, Net Asset Value and/or the market price of the Shares.
   Risks relating to loans
   • The subordinated loans originated or invested in by the Company are contractually and/or structurally junior to senior loans and may be exposed to greater risk of default and lower recoveries in the event of a default.
   • Loans may be of limited recourse and if the borrower under a senior loan originated by the Company defaults, the Company may recover only a fraction of what is owed on the senior loan or nothing at all.
   Risks relating to mortgage-backed securities
   • Commercial mortgage loans are generally viewed as exposing a lender to a greater risk of loss through delinquency and enforcement than lending on the security of single family residences.

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Risks relating to valuation

• The value of underlying real estate and the rental income it produces may fluctuate as a result of factors which are outside the Company's control.

Risks relating to the Investment Manager

• The Company's performance is heavily reliant on the Investment Manager and its investment professionals.

Risks relating to taxation

• An adverse change in the Company's tax status or applicable tax legislation could harm the Company's financial condition or prospects.

3. Key information on the securities

1. What are the main features of the securities?

1. Type, class and ISIN of the securities being admitted to trading on a regulated market
   The ISIN of the New Ordinary Shares being issued pursuant to the Placing Programme is GB00B0HW5366.
2. Currency, denomination, par value, number of securities issued and term of the securities
   The New Ordinary Shares will be denominated in Sterling and will be Ordinary Shares of no par value in the capital of the Company. The New Ordinary Shares will have an infinite term.
3. Rights attached to the securities
   The New Ordinary Shares issued pursuant to the Placing Programme will, when issued and fully paid, have the following rights attaching to them:
4. 1. Voting Rights
      Subject to any special rights or restrictions which may be attached to any class of share on a show of hands, every holder of New Ordinary Shares who (being an individual) is present in person or by a proxy shall have one vote and, on a poll, every holder present in person or by a proxy shall have one vote for every share held.
   2. Dividends
      Save as set out below, the Company may declare dividends to holders of shares but no dividend shall exceed the amount recommended by the Board.
      Save as set out below, the Board may at any time declare and pay such interim dividends to the holders of New Ordinary Shares as appear to be justified by the position of the Company.
      All unclaimed dividends may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. No dividend shall bear interest against the Company. Any dividend unclaimed after a period of 12 years from the date of declaration thereof will be forfeited and will revert to the Company and the payment by the Directors of any unclaimed dividend or other sum payable on or in respect of a share into a separate account will not constitute the Company a trustee in respect thereof.
   3. Capital
      On a return of capital on liquidation or otherwise (other than by way of repurchase or redemption of New Ordinary Shares in accordance with the Articles and the Companies Law) the assets of the Company available for distribution among the Shareholders shall belong to and be distributed among the Ordinary Shareholders in proportion to the number of Ordinary Shares held by them.
   4. Redemption
      The New Ordinary Shares will not carry a right to redemption by Ordinary Shareholders.
5. Relative seniority of the securities
   The New Ordinary Shares will, when issued and fully paid, rank equally in all respects with Existing Ordinary Shares, including the right to receive all distributions made, paid or declared, if any, by reference to a record date after the date of their issue.

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1. Restrictions on free transferability of the securities
   As at the date of this Prospectus, subject to any restrictions on transfers described below:
2. 1. Any Shareholder may transfer all or any of his uncertificated shares by means of a relevant system authorised by the Board in such manner provided for, and subject as provided, in any regulations issued for this purpose under the Companies Law or such as may otherwise from time to time be adopted by the Board on behalf of the Company and the rules of any relevant system and accordingly no provision of the Articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the shares to be transferred.
   2. Any Shareholder may transfer all or any of his certificated shares by an instrument of transfer in any usual form, or in any other form which the Board may approve, signed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee.
   3. The Directors shall not be bound to register more than four persons as joint holders of any Share. In addition, the Articles, in certain circumstances, allow the Directors to refuse to consent to a transfer by a Shareholder (a "Defaulting Shareholder") who, having been requested to do so by the Directors, fails to provide certain information regarding the interests of other persons in the Shares held by the Defaulting Shareholder.

The Directors may refuse to register a transfer of Shares or require the sale or transfer of Shares if they have reason to believe that the transferee is a Non-Qualified Holder. The Directors will not however exercise this discretion if to do so would prevent dealings in Shares from taking place on an open and proper basis on the London Stock Exchange.

If it shall come to the notice of the Directors that any Shares are owned directly or beneficially by any Non-Qualified Holder, the Directors may give notice to such person requiring it (a) to provide the Directors within thirty days with sufficient satisfactory documentary evidence to satisfy the Directors that such person (as applicable) is not a Non-Qualified Holder or (b) to sell or transfer its Shares to a person qualified to own the same within thirty days and within such thirty days to provide the Directors with satisfactory evidence of such sale or transfer. If any person upon whom such a notice is served does not within thirty days after such notice transfer its Shares to a person qualified to own the same or establish to the satisfaction of the Directors (whose judgment shall be final and binding) that it is qualified and entitled to own the Shares, such person shall be deemed upon the expiration of such thirty days to have forfeited its Shares.

1. Dividend policy
   Subject to the applicable requirements and restrictions contained in the Companies Law, the Company may consider making interim dividend payments to Ordinary Shareholders (which includes investors subscribing for New Ordinary Shares pursuant to the Placing Programme), having regard to the net income remaining after the potential reinvestment of cash or other uses of income, at a level the Directors deem appropriate, in their sole discretion, from time to time. There is no fixed date on which it is expected that dividends will be paid to Ordinary Shareholders. The Directors intend that the Company pays dividends to Ordinary Shareholders (which includes New Ordinary Shareholders) when it is able and appropriate to do so. It is the intention of the Company to continue to pay a stable quarterly dividend with the potential for additional payments if investment returns permit.
   There is no assurance that the Company will declare or pay dividends on Ordinary Shares and, if dividends are paid, there is no assurance with respect to the amount and timing of any such dividend.

1. Where will the securities be traded?
   Applications will be made: (i) to the FCA for the New Ordinary Shares to be admitted to listing on the premium listing category of the Official List; and (ii) to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities.
2. What are the key risks that are specific to the securities?
   • The price of the Company's Shares may fluctuate significantly, which could result Shareholders being unable to resell their Shares at or above the price at which they purchased them.
   • Borrowings and increases in operating and other expenses could limit the Company's ability to pay dividends to holders of Shares.
   • Existing Ordinary Shareholders who do not participate in the Placing Programme will have their percentage holding diluted following each issue of New Ordinary Shares.

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4. Key information on the admission to trading on a regulated market

1. Under which conditions and timetable can I invest in this security?

1. General terms and conditions
   The Placing Programme is conditional on, among other things:
2. 1. Existing Ordinary Shareholders passing the Required Resolution at the EGM;
   2. Admission of the New Ordinary Shares issued pursuant to the Placing Programme to the premium segment of the Official List and to trading on the premium segment of the Main Market; and
   3. the Placing Agreement not being terminated in accordance with its terms or a particular Placing not being terminated in accordance with the terms of the placing Agreement.

In circumstances where these conditions are not fully satisfied, the relevant issue of New Ordinary Shares pursuant to the Placing Programme will not take place. If a Placing does not proceed, subscription monies received in relation to such Placing will be returned without interest at the risk of the applicant.

ii. Expected Timetable
Placing Programme opens	21 February 2020
Extraordinary General Meeting1	2.00 p.m. on 10 March 2020
Earliest date for New Ordinary Shares to be issued	10 March 2020
pursuant to the Placing Programme
Publication of Placing Price in respect of each Placing	As soon as possible following
	the close of each Placing
Admission and crediting of CREST accounts in respect	8.00 a.m. on the Business Day on
of each Placing	which New Ordinary Shares are issued
Despatch of definitive share certificates for the New	Approximately two weeks following the
Ordinary Shares in certificated form	Admission of any New Ordinary Shares
Placing Programme closes	20 February 2021

1. Details of admission to trading on a regulated market
   The Existing Ordinary Shares are currently listed on the premium listing category of the Official List and traded on the London Stock Exchange's Main Market for listed securities.
   Applications will be made: (i) to the FCA for the New Ordinary Shares to be admitted to listing on the premium listing category of the Official List; and (ii) to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities.
2. Plan for distribution
   The Company will notify investors of the number of New Ordinary Shares in respect of which their application has been successful and the results of each Placing will be announced by the Company as soon as practicable after the close of the Placing via an RIS announcement.
   It is expected that each Admission will become effective and dealings in the New Ordinary Shares on the Main Market will commence between 10 March 2020 and 20 February 2021.
3. Amount and percentage of immediate dilution resulting from the Placing Programme Potential dilution following an issuance of shares pursuant to the Placing Programme
   Existing Ordinary Shareholders who do not participate in a placing under the Placing Programme will have their percentage holding of Ordinary Shares diluted on issue of the New Ordinary Shares. Assuming that all 150 million New Ordinary Shares were to be issued pursuant to the Placing Programme, this would result in a dilution of approximately 39.5 per cent. in such Existing Ordinary Shareholders' voting control of the Company.
4. Estimate of the total expenses of the Placing Programme
   It is not possible to ascertain the exact costs and expenses of the Placing Programme. However, assuming that the Placing Programme is fully subscribed and therefore the maximum of 150 million

• Quorum for the EGM is two Existing Ordinary Shareholders present in person or by proxy.

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New Ordinary Shares are issued pursuant to the Placing Programme, the Gross Placing Proceeds would be approximately £249 million and the expenses payable by the Company would be approximately £4.6 million and the Net Placing Proceeds would be approximately £244.4 million. For the purposes of this Prospectus, the Gross Placing Proceeds are calculated using the 31 January 2020 unaudited Net Asset Value per Ordinary Share of 166.0 pence.

1. Estimated expenses charged to the investor
   The expenses of any Placings made pursuant to the Placing Programme will be deducted from the Gross Placing Proceeds, rather than being charged directly to any investor.

1. Why is this prospectus being produced?

1. Reasons for the admission to trading on a regulated market
   If the Required Resolution is passed, the Company intends to use the Net Placing Proceeds to invest in Real Estate Credit Investments 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.
   Pending investment of the Net Placing Proceeds in accordance with the Investment Objective and Policy, the Company may invest the net proceeds of any Placing in short term money market funds. The Company does not intend to apply leverage to these temporary investments.
2. The use and estimated net amount of the proceeds
   The Net Issue Proceeds will be invested in accordance with the Company's Investment Objective and Investment Policy as detailed above.
3. Underwriting
   No issue of the New Ordinary Shares made pursuant to the Placing Programme will be underwritten.
4. Material conflicts of interest
   There are no conflicts of interests that are material to the Placing Programme or any Admission.

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