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") expected to be published by Kennedy Wilson Europe Real Estate Plc (the "Company") in due course 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 will, following publication, be 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

3 October 2014

KENNEDY WILSON EUROPE REAL ESTATE PLC

DETAILS OF THE FIRM PLACING AND PLACING AND OPEN OFFER

AND RESULTS OF THE FIRM PLACING

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.  The Company is pleased to announce today that in aggregate 34,938,510 New Ordinary Shares, representing approximately 35% of the Existing Issued Share Capital, will be issued pursuant to the Firm Placing and Placing and Open Offer, at an issue price of £10.06 per New Ordinary Share (the "Issue Price"), raising gross proceeds of approximately £350 million.

Firm Placing

The Company announces today that it has successfully placed 9,982,431 New Ordinary Shares pursuant to the Firm Placing, at the Issue Price, with institutional investors to raise gross proceeds of approximately £100 million. The Firm Placed Shares represent approximately 10% of the Existing Issued Share Capital.

Each of KW and its relevant affiliates, together with William McMorrow and Mary Ricks (both directors of the Company and affiliates of KW), have been allocated, in aggregate, 1,357,071 New Ordinary Shares at the Issue Price in the Firm Placing, representing approximately 13.6% of the Firm Placing. In addition, Marketfield Asset Management LLC ("Marketfield"), Quantum Strategic Partners Ltd ("Quantum") and Wellington Management Company, LLP ("Wellington") have been allocated, in aggregate, 3,600,547 New Ordinary Shares at the Issue Price in the Firm Placing, representing approximately 36.1% of the Firm Placing.  KW and its relevant affiliates, together with William McMorrow and Mary Ricks, as well as each of Marketfield, Quantum and Wellington, are considered to be a related party to the Company as each of their respective shareholdings is in excess of 10% of the issued share capital of the Company and, in respect of KW and its relevant affiliates, it has been appointed as the investment manager of the Group. The allocation of Firm Placed Shares pursuant to the Firm Placing to these persons therefore constitutes a smaller related party transaction pursuant to paragraph 11.1.10R of the Listing Rules, further details of which are set out at the end of this announcement.  

The Firm Placing remains conditional upon Firm Placing Admission becoming effective and the Placing Agreement becoming unconditional in all respects, save for the conditions relating to Open Offer Admission, and not having been terminated in accordance with its terms. Application will be made to the FCA for the Firm Placed Shares to be admitted to listing on the premium listing segment of the Official List and to the London Stock Exchange for the Firm Placed Shares to be admitted to trading on its main market for listed securities. It is expected that Firm Placing Admission will become effective, and dealings in the Firmed Placed Shares will commence, at 8.00 a.m. on 8 October 2014.

Placing and Open Offer

The Company is also proposing to issue 24,956,079 Open Offer Shares pursuant to the Placing and Open Offer, at the Issue Price, to raise gross proceeds of approximately £250 million. The Open Offer Shares represent approximately 25% of the Existing Issued Share Capital.

Qualifying Shareholders are being given the opportunity to apply for the Open Offer Shares at the Issue Price, on and subject to, the terms and conditions of the Open Offer, pro rata to their holdings of Existing Ordinary Shares on the Record Date on the following basis:

0.249 of a New Ordinary Share for every 1 Existing Ordinary Share

Fractions of New Ordinary Shares will not be allotted and each Qualifying Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number. Fractional entitlements will be aggregated and will be placed pursuant to the Placing for the benefit of the Company. Accordingly, Qualifying Shareholders with fewer than 5 Existing Ordinary Shares will not have the opportunity to participate in the Open Offer.

Pursuant to the Placing Agreement, the Banks have conditionally placed all the Open Offer Shares (other than the Committed Shares) at the Issue Price with institutional and other investors. The commitments of these placees will be subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer. Subject to waiver or satisfaction of the conditions relating to Open Offer Admission and the Placing and Open Offer not being terminated, any Open Offer Shares which are not applied for in respect of the Open Offer will be issued to the placees and/or other subscribers procured by the Banks, with the net proceeds retained for the benefit of the Company.

Each of KW and its relevant affiliates, together with William McMorrow and Mary Ricks (both directors of the Company and affiliates of KW), have irrevocably undertaken to take up their maximum permitted pro rata entitlements of, in aggregate, 3,392,678 New Ordinary Shares under the Open Offer, representing approximately 13.6% of the Open Offer. In addition, Marketfield, Quantum and Wellington have irrevocably undertaken to take up their maximum permitted pro rata entitlements of, in aggregate, 9,001,368 New Ordinary Shares under the Open Offer, representing approximately 36.1% of the Open Offer.

The Placing and Open Offer remains conditional upon Firm Placing Admission becoming effective, 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 will be 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 the Open Offer Shares to be admitted 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.

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

 

"The success of today's firm placing is recognition of shareholders' confidence in the experience and strengths of the Kennedy Wilson team and the significant progress they have made to date in investing the initial proceeds of the IPO."

 

Mary Ricks, President and CEO of KW Europe, added:

"We are pleased with the support received today from our stakeholders.  We are poised to take advantage of the many compelling investment opportunities we are currently seeing in the European real estate market, with a view to further strengthening the Company's  portfolio  to enhance  shareholder value."

The Prospectus containing details of the Issue is expected to be published on or around 3 October 2014 and following publication, will be available on the Company's website, www.kennedywilsoneuropeplc.com.

Smaller Related Party Transactions

Pursuant to paragraph 11.1.10 of the Listing Rules, it is disclosed that the following related parties have received, as part of the following allocations of New Ordinary Shares:

 

Name of Related Party	New Ordinary Shares of no par value allocated in the Firm Placing	£ value allocated in the Firm Placing at the Issue Price
Kennedy-Wilson Holdings, Inc.(1)	1,357,071	13,652,134
Marketfield Asset Management LLC	1,341,000	13,490,460
Quantum Strategic Partners Ltd	1,139,047	11,458,813
Wellington Management Company, LLP(2)	1,120,500	11,272,230
William McMorrow(3)	5,976	£60,119
Mary Ricks(3)	5,976	£60,119

 

Notes:

(1) Held through wholly-owned subsidiaries: KW Europe Investors Ltd (1,314,720 New Ordinary Shares with a value of £13,226,083 at the Issue Price in the Firm Placing) and KW Investment Management (12,471 New Ordinary Shares with a value of £125,458 at the Issue Price in the Firm Placing), KW Carried Interest Partner (as legal nominee of certain employees of the KW Group) has been allocated 29,880 New Ordinary Shares with a value of £300,593 at the Issue Price in the Firm Placing.

(2) Held through various investment advisory clients of various investment advisory clients of Wellington Management Company, LLP.

(3) Held through KW Carried Interest Partner as nominee.

 

 

 

 

 

 

 

 

 

 

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 kennedywilson@fticonsulting.com

 

APPENDIX

In this announcement, the following expressions have the following meanings unless the context requires otherwise:

£ or Sterling or pounds or pence	the lawful currency of the United Kingdom;
Admission	Firm Placing Admission and/or Open Offer Admission;
Application Form	the personalised application form being sent to Qualifying Non- CREST Shareholders for use in connection with the Open Offer;
Banks	Deutsche Bank, Merrill Lynch International, J.P. Morgan Cazenove and Davy;
Board or Directors	the directors of the Company as at the date of this announcement;
Carried Interest Partner	KW Carried Interest Partner LP;
Company	Kennedy Wilson Europe Real Estate Plc;
Committed Shares	the Open Offer Shares which certain Directors have irrevocably undertaken to apply for under the Open Offer; the Open Offer Shares which KW Europe Investors, the Investment Manager and the Carried Interest Partner have irrevocably undertaken to apply for under the Open Offer; and the Open Offer Shares which Marketfield, Quantum and Wellington have irrevocably undertaken to apply for under the Open Offer;
Conditional Placees	any persons who have agreed or shall agree to subscribe for Open Offer Shares pursuant to the Placing subject to clawback to satisfy valid applications by Qualifying Shareholders pursuant to the Open Offer;
CREST	the facilities and procedures for the time being of the relevant system of which Euroclear has been approved as "Operator" pursuant to the Regulations;
Davy	J&E Davy of Davy House, 49 Dawson Street, Dublin 2, Ireland;
Deutsche Bank	Deutsche Bank AG, London Branch of Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom;
Existing Issued Share Capital	100,225,215 Ordinary Shares in issue as at the date of this announcement;
Existing Ordinary Shares	Ordinary Shares currently in issue;
FCA	the UK Financial Conduct Authority (or its successor bodies);
Firm Placed Shares	the New Ordinary Shares which are the subject of the Firm Placing;
Firm Placees	those persons with whom Firm Placed Shares are to be placed;
Firm Placing	the placing of the Firm Placed Shares with the Firm Placees;
Firm Placing Admission	admission of the Firm Placed Shares to the Official List and/or admission to trading on the main market of the London Stock Exchange, as the context may require, becoming effective in accordance with the Listing Rules and/or the LSE Admission Standards, as the context may require;
FSMA	the UK Financial Services and Markets Act 2000, as amended;
Investment Advisers	KW Europe, KW UK and KW España;
Investment Manager	KW Investment Management Ltd, a company incorporated in Jersey with registered number 114679;
Issue	the issue of New Ordinary Shares pursuant to the Firm Placing and Placing and Open Offer;
Issue Price	the new issue price per Share;
J.P. Morgan Cazenove	J.P. Morgan Securities plc of 25 Bank Street, London E14 5JP, United Kingdom;
Joint Bookrunners	Deutsche Bank, Merrill Lynch International, J.P. Morgan Cazenove and Davy;
Joint Global Co-ordinators	Deutsche Bank and Merrill Lynch International;
KW or KW Group	KW Holdings, KW Europe Group and each of their respective subsidiaries, or any one or more of them, as the context may require;
KW Europe	Kennedy Wilson Europe Limited;
KW Europe Investors	KW Europe Investors Ltd;
KW Europe Group	the Investment Manager and the Investment Advisers;
Listing Rules	the listing rules made by the FCA under section 73A of FSMA;
London Stock Exchange or LSE	the London Stock Exchange plc;
Marketfield	Marketfield Asset Management LLC;
Merrill Lynch International or BofA Merrill Lynch	Merrill Lynch International of 2 King Edward Street, London EC1A 1HQ;
Net Proceeds	the aggregate value of all of the New Ordinary Shares issued pursuant to the Issue less expenses relating to the Issue;
New Ordinary Shares	the new ordinary shares of no par value in the capital of the Company which the Company is proposing to issue pursuant to the Issue;
Official List	the list maintained by the FCA pursuant to Part VI of FSMA;
Open Offer	the offer to Qualifying Shareholders constituting an invitation to apply for the Open Offer Shares on the terms and subject to the conditions set out in the Prospectus, and in the case of Qualifying Non-CREST Shareholders, the Application Form;
Open Offer Admission	admission of the Open Offer Shares to the Official List and/or admission to trading on the main market of the London Stock Exchange, as the context may require, becoming effective in accordance with the Listing Rules and/or the LSE Admission Standards as the context may require;
Open Offer Shares	the New Ordinary Shares to be offered to Qualifying Shareholders pursuant to the Open Offer or to Conditional Placees pursuant to the Placing;
Ordinary Shares or Shares	ordinary shares of no par value in the capital of the Company issued and designated as "Ordinary Shares" and having the rights, restrictions and entitlements set out in the articles of association of the Company (which include the Existing Ordinary Shares and the New Ordinary Shares);
Overseas Shareholders	Shareholders who are resident in, or citizens of, or who have registered addresses in, territories other than the United Kingdom;
Placing	the conditional placing of the Open Offer Shares (other than the Committed Shares) with Conditional Placees in accordance with the Placing Agreement, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer;
Placing Agreement	the conditional agreement among the Company, the Investment Manager and the Banks dated 2 October 2014;
Placing and Open Offer	the Placing and the Open Offer;
Prospectus	the prospectus expected to be published by the Company;
Qualifying Non-CREST Shareholder	Qualifying Shareholders whose Ordinary Shares are in certificated form on the Record Date;
Qualifying Shareholder	holders of Existing Ordinary Shares on the register of members of the Company on the Record Date, with the exception of certain Overseas Shareholders;
Quantum	Quantum Strategic Partners Ltd;
Record Date	the date on which the entitlement of Qualifying Shareholders to subscribe for Open Offer Shares will be determined by reference to the register of members of the Company, being 6.00 p.m. on 2 October 2014;
Shareholder	the registered holder of an Ordinary Share;
Sponsor	Deutsche Bank;
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland;
US or USA or United States	the United States of America, its territories and possessions, any state of the United States and the District of Columbia; and
Wellington	Wellington Management Company, LLP.

 

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, which is authorised in the United Kingdom authorised 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, 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, 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.

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 their legal and regulatory obligations (including under the Prospectus Rules of the UK Listing Authority), each of the Company, the Investment Manager, the Investment Advisers, Deutsche Bank, BofA Merrill Lynch, J.P. Morgan Cazenove, Davy and their respective affiliates expressly disclaims any obligations to update, review or revise any forward-looking statement contained herein whether to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based or 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.