RNS Number : 8195U
Kennedy Wilson Europe Real Estate
21 October 2014
 



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, SWITZERLAND 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. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus (the "Prospectus") dated 3 October 2014 published by Kennedy Wilson Europe Real Estate Plc (the "Company") in connection with the offering and admission of new ordinary shares (the "New Ordinary Shares") to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the London Stock Exchange's main market for listed securities ("Admission"). A copy of the Prospectus is available free of charge on the Company's website at www.kennedywilsoneuropeplc.com and during normal business hours on any weekday (public holidays excepted) at the Company's registered office: 47 Esplanade, St Helier, Jersey, JE1 0BD. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration and the securities described herein will be sold in accordance with all applicable laws and regulations. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

 

FOR IMMEDIATE RELEASE

21 October 2014

KENNEDY WILSON EUROPE REAL ESTATE PLC

RESULTS OF THE PLACING AND OPEN OFFER

 

On 2 October 2014, Kennedy Wilson Europe Real Estate Plc (the "Company") announced the details of a proposed Firm Placing and Placing and Open Offer to raise gross proceeds of approximately £351.5 million through the issue of 9,982,431 million Firm Placed Shares and 24,956,079 million Open Offer Shares at the Issue Price of £10.06 per New Ordinary Share.

The Open Offer closed at 11.00 a.m. on 20 October 2014 in accordance with its terms. The Company is delighted to announce that it has received valid acceptances under the Open Offer in respect of 19,030,213 Open Offer Shares representing approximately 76% of the Open Offer Shares available pursuant to the Open Offer. The remaining 5,925,866 Open Offer Shares were taken up pursuant to the Placing.

The Placing and Open Offer remains conditional upon Open Offer Admission becoming effective and the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms. Application has been made to the FCA for the Open Offer Shares to be admitted to listing on the premium listing segment of the Official List and to the London Stock Exchange for admission of the Open Offer Shares to trading on its main market for listed securities. It is expected that Open Offer Admission will become effective, and dealings in the Open Offer Shares will commence, at 8.00 a.m. on 23 October 2014.

New Ordinary Shares issued under the Placing and Open Offer in uncertificated form are expected to be credited to CREST accounts by 8.00 a.m. on 23 October 2014, and definitive share certificates for the New Ordinary Shares issued under the Placing and Open Offer in certificated form are expected to be dispatched on or around 27 October 2014.

The enlarged issued share capital of the Company following Open Offer Admission will be 135,163,725 Ordinary Shares in aggregate.

Commenting on today's announcement, Charlotte Valeur, Chair of Kennedy Wilson Europe Real Estate Plc said:

"We have had an excellent response to this transaction and, on behalf of the Board and the Kennedy Wilson team, I would like to thank our investors for their continued support."

Mary Ricks, President and CEO of KW Europe, reflecting the view of the Investment Manager, added:

"This successful offering represents a further milestone for the Company. We now look forward to capitalising on market conditions and our extensive pipeline of opportunities to invest the proceeds from the transaction as part of our strategy to deliver strong capital returns and sustainable earnings for our shareholders."

Unless defined herein, capitalised terms used in this announcement shall have the meaning attributed to them in the Prospectus published by the Company on 3 October 2014.

 

For further information, please contact:



 

Deutsche Bank

Sponsor, Joint Global Co-ordinator and Joint Bookrunner

Georg Hansel

Tel: +44 (0) 20 7545 8000

BofA Merrill Lynch

Joint Global Co-ordinator and Joint Bookrunner

Kari Pitkin

Tel: +44 (0) 20 7628 1000

J.P. Morgan Cazenove

Joint Bookrunner

Bronson Albery

Tel: +44 (0) 20 7742 4000

Davy

Joint Bookrunner

Ronan Godfrey

Tel: +353 1 679 6363

 

 

FTI Consulting

Financial Public Relations

 

Dido Laurimore / Richard Sunderland

/ Nick Taylor

Tel: +44 (0)203 727 1000

 

ANNEX A

The description of the Related Parties' Irrevocable Undertakings in paragraph 7.23 of Part XIII of the Prospectus stated: "Marketfield, Wellington and Quantum have also agreed not to sell, transfer or otherwise dispose of (including undertaking any transaction with the same economic effect as disposing of), nor to enter into any agreement (whether conditional or not) for the sale, transfer or other disposal of, any Ordinary Shares or any interest therein prior to 3.00 p.m. on, in respect of Marketfield and Wellington, the latest date for acceptance and payment in full under the Open Offer and, in respect of Quantum, 17 October 2014." That language should have stated: "Quantum has also agreed not to sell, transfer or otherwise dispose of (including undertaking any transaction with the same economic effect as disposing of), nor to enter into any agreement (whether conditional or not) for the sale, transfer or other disposal of, any Ordinary Shares or any interest therein prior to 3.00 p.m. on the latest date for acceptance and payment in full under the Open Offer, expected to be on or around 17 October 2014."

 

IMPORTANT NOTICE

This announcement is for information 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.

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, the Republic of South Africa, Switzerland or Japan. Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement. The distribution of this announcement, the Prospectus and any other documentation associated with the Firm Placing and Placing and Open Offer and/or the transfer of the Firm Placed Shares and the Open Offer Shares 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 is for information purposes only and 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, the Republic of South Africa, Switzerland 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, as amended (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.

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, the Republic of South Africa, Switzerland or Japan. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, the Republic of South Africa, Switzerland or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the Republic of South Africa, Switzerland or Japan. There will be no public offer of the Ordinary Shares in the United States, Australia, Canada, the Republic of South Africa, Switzerland or Japan.

This announcement is only addressed and directed at (a) persons in member states in the European Economic Area 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 Netherlands, Ireland, Belgium, Luxembourg and Spain; (b) persons in the United Kingdom who (i) have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) and investment personnel of any of the foregoing (each within the meaning of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005) and (ii) are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000, as amended;(c) outside the United States, to non-US Persons (as defined in Regulation S ("Regulation S") under the US Securities Act of 1933, as amended (the "Securities Act"), in reliance upon Regulation S; (d) in the United States, to persons reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act who are also "qualified purchasers" as defined in Section 2(a)(51) of the US Investment Company Act of 1940, as amended (the "Investment Company Act"); and (e) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This document must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, (ii) in any member state of the European Economic Area listed above other than the United Kingdom, by persons who are not Qualified Investors, and (iii) in the European Economic Area, by persons located in any jurisdictions other than the United Kingdom, the Netherlands, Ireland, Belgium and Spain. No other person should act or rely on this document and persons distributing this document must satisfy themselves that it is lawful to do so. By accepting this document you represent, warrant and agree that you are a Relevant Person.

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 Issue 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 co-ordinator in connection with the matters described 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 co-ordinator in connection with the matters described herein.

J.P. Morgan Securities plc, which conducts its UK banking business as J.P. Morgan Cazenove and which is authorised in the United Kingdom by the PRA and regulated by the FCA and the PRA, is acting as joint bookrunner in connection with the matters described 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.

Deutsche Bank, BofA Merrill Lynch, J.P. Morgan Cazenove and Davy are 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 their respective 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 their client in relation to the Issue and Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Issue and Admission, each of Deutsche Bank, BofA Merrill Lynch, J.P. Morgan Cazenove, Davy 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 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, J.P. Morgan Cazenove, Davy and any of their affiliates acting as investors for their own accounts. Deutsche Bank, BofA Merrill Lynch, J.P. Morgan Cazenove, Davy 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, J.P. Morgan Cazenove, Davy and any of their affiliates may enter into financing arrangements (including swaps) with investors in connection with which such Deutsche Bank, BofA Merrill Lynch, J.P. Morgan Cazenove, Davy (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, J.P. Morgan Cazenove, Davy 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, J.P. Morgan Cazenove, Davy 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.

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.

 

 


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