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Starwood European Real Estate Finance Ltd (SWEF) NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION This announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for or to buy, shares in any jurisdiction. This announcement is neither an advertisement, a prospectus nor a financial promotion. Any investment in the shares referred to in this announcement may be made only on the basis of information contained in the prospectus published on 7 September 2015 by Starwood European Real Estate Finance Limited (the 'Company') and the supplementary prospectus published on 22 March 2016 by the Company (together the 'Prospectus'). THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION 10 August 2016 Starwood European Real Estate Finance Limited: Placing to raise gross proceeds of £73 million (the 'Placing') and acquisition of a New Loan Highlights - The Company today announces it is issuing 70,839,398 New Ordinary Shares pursuant to the Placing Programme, to raise £73 million before expenses. - The Issue Price is 103.05 pence per Ordinary Share, representing a premium of approximately 2.75% to the Net Asset Value per Ordinary Share as at 31 July 2016 of 100.30 pence (ex-dividend) which was announced on 4 August 2016. - Commitments significantly in excess of the 70,839,398 New Ordinary Shares to be issued under the Placing have already been received from institutional investors, but the Placing will remain open for further applications for subscription for New Ordinary Shares at the Issue Price until 1.00 p.m. (London) on the date of this Announcement. - The net proceeds of the Placing have been committed to be used to finance the acquisition by the Company of a £75 million real estate mezzanine loan ('the New Loan') secured over a UK regional portfolio of budget hotels (the 'New Loan Portfolio'). Further details of the New Loan are provided below. - Following the Placing and the acquisition of the New Loan, and adjusting for the dividend payment to be made on 25 August 2016, the Company will retain a cash balance of approximately £26 million.1 Commenting on the Placing and the acquisition of the New Loan, Stephen Smith, Chairman, said, 'The Company is raising £73 million to make an attractive loan investment. It is pleasing to see the Company grow and be able to take advantage of opportunities for investment as they arise. These are exciting times for alternative lenders in real estate, and it is to the Company's benefit that the Placing and recent repayments in the portfolio will on completion of the Placing leave the Company with a cash balance of approximately £26 million available for future lending and existing commitments.' Summary of the New Loan & Portfolio Analysis The New Loan is the mezzanine component of a package of loan facilities recently provided by internationally recognised banks to fund the acquisition of the New Loan Portfolio. The New Loan Portfolio is a homogeneous portfolio of UK regional limited-service hotels that is geographically diversified, benefits from strong branding and management by an international operator and is now owned by an experienced hotel investor. The New Loan is a £75 million five year floating rate loan, and the Company expects to earn an attractive risk-adjusted return in line with its stated investment strategy. The Company's portfolio analysis following the acquisition of the Loan will be as follows:
The Company's cash position following the Placing, the acquisition of the New Loan and adjusting for the dividend payment to be made on 25 August 2016 is expected to be £26 million, putting it in a good position to react to other situations that may arise over the second half of this year. The impact of the New Loan, make-whole fees on prepaid loans recently received by the Company and retained reserves act as additional buffers and should help maintain the current stated 6.5 pence per Ordinary Share annualised dividend target. Further details of the Placing Commitments significantly in excess of the 70,839,398 New Ordinary Shares to be issued under the Placing have been received from institutional investors, subject only to scaling back and to Admission of the New Ordinary Shares, but the Placing will remain open for further applications for subscription for New Ordinary Shares at the Issue Price until 1.00 p.m. (London) on the date of this Announcement. To further participate in the Placing, investors should communicate their interest by telephone to their usual contact at Fidante Capital. Both the commitments already received and any applications for New Ordinary Shares received after the time of this Announcement will be subject to scaling back at the discretion of Fidante Capital and the Company so as to ensure that no more than 70,839,398 New Ordinary Shares will be issued under the Placing. All investors will be notified of their final allocations for New Ordinary Shares by not later than 4.00 p.m. (London) on the date of this Announcement. The Placing is being made on a non-pre-emptive basis and is being effected under the existing share issuance authorities granted to the Company and pursuant to the Placing Programme described in the Prospectus. The New Ordinary Shares will rank pari passu with the Ordinary Shares already in issue save in respect of the quarterly dividend payable on 25 August 2015, for which the record date has already passed. Application will be made to the Financial Conduct Authority ('FCA') and the London Stock Exchange for all of the Ordinary Shares to be issued in the Placing to be admitted to the premium segment of the Official List and to trading on the Main Market for Listed Securities. It is expected that the New Ordinary Shares will be issued, and Admission will become effective, at 8.00 a.m. on 12 August 2016 (or such later date as Fidante Capital and the Company may agree). The terms and conditions of the Placing Programme (which are applicable to the Placing and as supplemented by this Announcement) are set out in the Prospectus, a copy of which is available at http://www.starwoodeuropeanfinance.com/index.php/team-2/corporate. The Placing is conditional on the Placing Agreement not being terminated in accordance with its terms. The New Ordinary Shares represent an increase of 23.3 per cent. in the total issued Ordinary Share capital. Following the completion of the Placing there will be 375,019,398 Ordinary Shares in issue. Each Ordinary Share carries the right to one vote and, therefore, the total number of voting rights in the Company on Admission will be 375,019,398. This figure may be used by Shareholders and other investors as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules. Expected timetable The timetable for the Placing is as follows:
Note: the dates and times set out above and elsewhere in this announcement are subject to change and may be extended or brought forward by the Company. Any such change will be made public by the Company making an announcement via an RIS. General The Company is satisfied that (a) all inside information which the Company and the Directors may have in the period leading up to the announcement of the interim accounts for the 6 months ended 30 June 2016 which will be released on or about 23 August 2016, has been notified to a Regulatory Information Service, and (b) all other inside information has been notified to a Regulatory Information Service (including by means of this Announcement). 2 LTV to Group last £ means the percentage which the total loan commitment less any amortisation received to date (when aggregated with any other indebtedness ranking alongside and/or senior to it) bears to the market value determined by the last formal lender valuation received by the date of publication of this statistic. LTV to Group first £ means the starting point of the loan to value range of the loan commitments (when aggregated with any other indebtedness ranking senior to it). For the loans relating to Centre Point and the mixed use development, south east UK, the calculation includes the total facility available and is calculated against the market value on completion of the project. For further information, please contact: Peter Denton - Starwood Capital - 020 7016 3664 Robert Peel - Fidante Capital - 020 7832 0900 The person responsible for arranging for the release of this announcement on behalf of the Company is Nick Robilliard of Ipes (Guernsey) Limited, company secretary. Terms not defined in this Announcement shall have the same meaning set out in the Prospectus. Notes: Starwood European Real Estate Finance Limited is an investment company listed on the main market of the London Stock Exchange with an investment objective to provide Shareholders with regular dividends and an attractive total return while limiting downside risk, through the origination, execution, acquisition and servicing of a diversified portfolio of real estate debt investments in the UK and the wider European Union's internal market. www.starwoodeuropeanfinance.com. The Group is the largest London-listed vehicle to provide investors with pure play exposure to real estate lending. The Group's assets are managed by Starwood European Finance Partners Limited, an indirect wholly-owned subsidiary of the Starwood Capital Group. This announcement is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the 'United States'), Australia, Canada, Japan, New Zealand or South Africa. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan, New Zealand or South Africa. The securities of the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act') or the US Investment Company Act of 1940, as amended and may not be offered or sold directly or indirectly in or into the United States or to or for the account or benefit of any US Person (within the meaning of Regulation S under the Securities Act). The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan, New Zealand or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan, New Zealand or South Africa or to any national, resident or citizen of Australia, Canada, Japan, New Zealand or South Africa. This announcement contains (or may contain) certain 'forward-looking statements' with respect to certain of the Company's plans and its current goals or expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. Examples of such forward-looking statements include, among others, statements regarding the Company's strategy, future plans, present or future events, or objectives for future operations that involve risks and uncertainties and are not historic fact. Such statements are based on current expectations and, by their nature, are subject to a number of risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance, expressed or implied, by the forward-looking statement. No assurance can be given that such forward-looking statements results will be achieved. Factors that might cause forward-looking statements to differ materially from actual results include, among other things, the following: global economic conditions, economic conditions in the UK and other jurisdictions in which the Company operates or invests, the effects of continued volatility in credit markets, exchange rate fluctuations and legislative, fiscal and regulatory developments. The forward- looking statements contained in this Announcement speak only as of the date of this Announcement and the Company assumes no obligation to, and does not intend to update or revise publicly any of them whether as a result of new information, future events or otherwise, except to the extent required by the Financial Conduct Authority, the London Stock Exchange or by applicable law, the Prospectus Rules, the Listing Rules and the Disclosure Guidance and Transparency Rules. This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Fidante Capital or by any of its affiliates or agents as to or in relation to the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers and any liability therefore is expressly disclaimed. Fidante Partners Europe Limited (trading as 'Fidante Capital') which is authorised and regulated in the United Kingdom by the FCA, is acting as sole Sponsor and Bookrunner to the Company in connection with the matters described herein. Fidante Capital is acting for the Company in relation to the matters described herein and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing Programme, the contents of this announcement, the Prospectus or any transaction or arrangement referred to herein.
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| Language: | English | |
| ISIN: | GG00B79WC100 | |
| Category Code: | MSCM | |
| TIDM: | SWEF | |
| Sequence Number: | 3303 | |
| Time of Receipt: | 09-Aug-2016 / 17:44 GMT/BST | |
| End of Announcement | EQS News Service |