NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any ordinary shares referred to in this announcement except on the basis of information in the prospectus published by the Company in connection with the proposed admission of its ordinary shares to the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange Plc.
25 February 2014
Kennedy Wilson Europe Real Estate Plc
Publication of Prospectus
Further to the announcement published earlier today in connection with Kennedy Wilson Europe Real Estate Plc's (the "Company") initial public offering, the Company confirms that its prospectus dated 25 February 2014 (the "Prospectus") has been published and submitted to the National Storage Mechanism. It will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
The Prospectus is also available to view on the Company's website, www.kennedywilsoneuropeplc.com, or may be inspected at the Company's registered office.
Unless defined herein, capitalised terms used in this announcement shall have the meaning attributed to them in the Prospectus.
For further information, please contact
Contacts
Sponsor, Joint Global Co-ordinator and Joint Bookrunner
Georg Hansel
Deutsche Bank AG, London Branch
+44 (0) 20 7545 8000
Joint Global Co-ordinator and Joint Bookrunner
Kari Pitkin
Bank of America Merrill Lynch
+44 (0) 20 7628 1000
Joint Bookrunner
Ronan Godfrey
Davy
+353 1 679 6363
Lead Manager
Tom Godfrey
Bank of Ireland
+353 7662 34800
Important Notice
The contents of this announcement, which have been prepared by and are the sole responsibility of the Company, have been approved by Deutsche Bank AG, London Branch and Merrill Lynch International, solely for the purposes of distribution in the United Kingdom for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000, as amended ("FSMA").
The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material set forth herein is for information purposes only and is not intended, and should not be construed, as an offer of securities for sale in the United States or any other jurisdiction.
This announcement is an advertisement and not a prospectus and investors should not purchase any Ordinary Shares referred to in this announcement except on the basis of information in the Prospectus to be published by the Company in due course in connection with Admission.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, South Africa or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any Ordinary Shares nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.
In particular, this announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, Ordinary Shares to any person in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The Company will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act"). In addition, the Ordinary Shares referred to herein have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to or for the account or benefit of US persons absent registration or an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws and under circumstances that would not require the Company to register under the Investment Company Act. There will be no public offer of the Ordinary Shares in the United States, Australia, Canada, South Africa or Japan.
In addition, the Ordinary Shares referred to herein have not been and will not be registered under the applicable securities laws of any state, province or territory of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan.
This communication is distributed in the European Economic Area only to those persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (this Directive together with any implementing measures in any member state, the "Prospectus Directive") and are located in the United Kingdom, Ireland, Luxembourg, Finland, Norway, Spain, Switzerland, Belgium and the Netherlands, and no person that is not a relevant person or qualified investor in the relevant jurisdictions may act or rely on this document or any of its contents. The expression "Prospectus Directive" means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.
Without limitation, results can be positively or negatively affected by market conditions beyond the control of the Company and the Investment Manager which may be different in many respects from those that prevail at present or in the future, with the result that the performance of investment portfolios originated now may be significantly different from those originated in the past. Past performance is not a reliable indicator of, and cannot be relied upon as a guide to, the future performance of the Company or the Investment Manager. Acquiring investments to which this announcement relates may expose an investor to significant risk of losing all of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the initial public offering and prospective investors should note that the value of Ordinary Shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Issue for the person concerned.
BofA Merrill Lynch, which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") and PRA, is acting as joint bookrunner and joint global coordinator in connection with the matters described herein. BofA Merrill Lynch is acting exclusively for the Company and no one else in connection with the Issue and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for providing any advice in relation to the Issue, Admission, the contents of this announcement or any transaction, arrangement or other matters referred to herein, and will not regard any other person (whether or not a recipient of this announcement) as its respective client in relation to the Issue and Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein. BofA Merrill Lynch can be contacted at 2 King Edward Street, London, EC1A 1HQ.
Deutsche Bank, which is authorised under German Banking law (competent authority: BaFin - Federal Financial Supervisory Authority) and subject to limited regulation by the FCA and the PRA in the United Kingdom, is acting as sponsor, joint bookrunner and joint global coordinator in connection with the matters described herein. Deutsche Bank is acting exclusively for the Company and no one else in connection with the Issue and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for providing any advice in relation to the Issue, Admission, the contents of this announcement or any transaction, arrangement or other matters referred to herein, and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Issue and Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting as joint bookrunner in connection with the matters described herein. Davy is acting exclusively for the Company and no one else in connection with the Issue and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for providing any advice in relation to the Issue, Admission, the contents of this announcement or any transaction, arrangement or other matters referred to herein, and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Issue and Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
The Governor and Company of the Bank of Ireland ("Bank of Ireland"), which is authorised by the Central Bank of Ireland and the Prudential Regulation Authority and subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority in the United Kingdom, is acting as co-lead manager in connection with the matters described herein. Bank of Ireland is acting exclusively for the Company and no one else in connection with the Issue and Admission and will not be responsible to anyone other than the Company, for providing the protections afforded to its clients, or providing any advice in relation to the Issue, Admission, the contents of this announcement or any matters referred to herein, and will not regard any other person (whether or not recipient of this document) as its client in relation to the Issue and Admission, the contents of this announcement or any transaction, arrangement or other matters referred to herein.
In connection with the Issue and Admission, each of Deutsche Bank, BofA Merrill Lynch, Davy, Bank of Ireland and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Issue and Admission or otherwise. Accordingly, references in the Prospectus, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Deutsche Bank, BofA Merrill Lynch, Davy, Bank of Ireland and any of their affiliates acting as investors for their own accounts. Deutsche Bank, BofA Merrill Lynch, Davy and Bank of Ireland do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. In addition, Deutsche Bank, BofA Merrill Lynch, Davy and Bank of Ireland and any of their affiliates may enter into financing arrangements (including swaps) with investors in connection with which such Deutsche Bank, BofA Merrill Lynch, Davy and Bank of Ireland (or their affiliates) may from time to time acquire, hold or dispose of Ordinary Shares.
None of the Company, the Investment Manager, the Investment Advisers, Deutsche Bank, BofA Merrill Lynch, Davy, Bank of Ireland or any of their respective affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, the Investment Manager, their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, the Investment Manager, the Investment Advisers, Deutsche Bank, BofA Merrill Lynch, Davy, Bank of Ireland and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual investment performance, results of operations, financial condition, liquidity, dividend policy and the development of its financing strategies may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the investment performance, result of operations, financial condition, liquidity and dividend policy of the Company and development of its financing strategies, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.
These forward-looking statements speak only as at the date of this announcement. Subject to its legal and regulatory obligations (including under the Prospectus Rules of the UK Listing Authority), the Company expressly disclaims any obligations to update or revise any forward-looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. Each of the Investment Manager, the Investment Advisers, Deutsche Bank, BofA Merrill Lynch, Davy, Bank of Ireland and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.
In connection with the Issue, Deutsche Bank, as stabilisation manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. Deutsche Bank is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on Deutsche Bank or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the offer price. Save as required by law or regulation, neither Deutsche Bank nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Issue.
In connection with the initial public offering, Deutsche Bank as stabilisation manager, may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 10% of the total number of Ordinary Shares comprised in the Total Issue. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Ordinary Shares effected by it during the stabilisation period, Deutsche Bank will enter into over-allotment arrangements pursuant to which Deutsche Bank may purchase or procure purchasers for additional Ordinary Shares up to a maximum of 10% of the total number of Ordinary Shares comprised in the Total Issue (the "Over-allotment Shares") at the Issue Price. The over-allotment arrangements will be exercisable in whole or in part, upon notice by Deutsche Bank, at any time on or before the 30th calendar day after the commencement of conditional trading of the Ordinary Shares on the London Stock Exchange. Any Over-allotment Shares made available pursuant to the over-allotment arrangements, including for all dividends and other distributions declared, made or paid on the Ordinary Shares, will be purchased on the same terms and conditions as the Ordinary Shares being issued or sold in the initial public offering and will form a single class for all purposes with the other Ordinary Shares.