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..
5 March 2014
Kennedy Wilson Europe Real Estate plc
Total Voting Rights
Further to the announcements made on 28 February 2014, Kennedy Wilson Europe Real Estate plc (the "Company") is pleased to announce that 9,100,000 Over-allotment Shares have today been admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities under the ticker KWE.
Total Voting Rights
In accordance with the Disclosure and Transparency Rules (DTR 5.6), the Company makes the following disclosure with respect to the share capital and voting rights of the Company. As at, 5 March 2014, the share capital of the Company consists of 100,100,002 ordinary shares of no par value with voting rights. The Company does not hold any shares in treasury. Therefore, the total number of shares and voting rights in the Company is 100,100,002.
The above figure (100,100,002) may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
Further information about the Company is available on its website at www.kennedywilsoneuroperealestateplc.com.
Unless defined herein, terms used in this announcement shall have the meaning given to them in the Prospectus.
Contacts
Administrator and Company Secretary to the Company
Andrew McNutly
Ben Durbano
Crestbridge Fund Administrators Limited
+44 (0) 1534 835 600
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 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 published by the Company on 25 February 2014 (the "Prospectus") in connection with Admission. Copies of the Prospectus are available online at www.kennedywilsoneuroperealestateplc.com.
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.
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. 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 , 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 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.