Starwood European Real Estate Finance Limited (the "Company" or "SEREF")

Placing of up to £15 million of New Ordinary Shares to fund new lending

The Board of SEREF today announces a proposal to raise up to £15 million before costs through a placing (the "Placing") of ordinary shares in the capital of the Company (the "Placing Shares") by way of tap issuance.

Highlights

· Placing to raise up to £15 million before costs;

· Advanced pipeline transaction to be funded with the proceeds of the Placing and the Company's revolving credit facility;

· In the short term the Company continues to target annualised dividend payments of 7.0 pence per Ordinary Share. The market continues to provide considerable lending opportunities but there is also increased lender competition. From 2016 the Company believes it is prudent to set its dividend target 0.5 pence lower at 6.5 pence per Ordinary Share.

Placing

Under the terms of the Placing, the Company intends to place up to £15 million of new Ordinary Shares, pursuant to the authority granted at the Extraordinary General Meeting that took place on 9 March 2015.

The Placing will be non-pre-emptive and will be launched immediately. The number and issue price of the Placing Shares will be determined at the close of the bookbuild for the Placing, expected at 3 p.m. on 21 July 2015 and announced shortly thereafter. The bookbuild may be closed earlier or later at the discretion of Dexion Capital plc ("Dexion"). Placing Shares will be issued at a premium to the Company's estimated unaudited net asset value. The costs of the Placing will be covered by the issue premium.

Ordinary Shares issued under the Placing will qualify for the dividend payment in respect of the period from 1 April to 30 June 2015, the amount of which is to be declared in due course. Revenue received during this period is reflected in the estimated net asset value per Ordinary Share set out below.

Dexion has been appointed as sole bookrunner in respect of the Placing and is the Company's sole corporate broker.

The terms and conditions of the Placing are set out in the appendix to this announcement.

Estimated Net Asset Value

As at the close of business on 30 June 2015, the estimated unaudited net asset value of the Ordinary Shares was 99.94 pence. For the avoidance of doubt, this figure includes revenue items to 30 June 2015, in accordance with the Company's normal practice.

Use of proceeds, pipeline and further issues of equity

The proceeds of the Placing, alongside monies drawn under the Company's revolving credit facility, will be used to fund a loan currently in execution and other transactions which the Investment Adviser believes have a high probability of execution in the short term.

The Company seeks to raise equity capital for immediate or imminent deployment, in order to minimise cash drag.

The Placing is being implemented under the authority granted by shareholders on 9 March 2015 to issue, on a non pre-emptive basis, up to 200 million shares as Ordinary Shares and/or C Shares. The Company's pipeline of investments under review is strong and the Board is also considering publishing a prospectus in order to implement a 12 month placing programme that would allow the Company to raise additional capital through the issue of further Ordinary Shares and/or C Shares as needed for making further investments.

Dividends

On 27 April 2015 the directors declared a dividend of 1.75 pence per Ordinary Share (annualised 7.0 pence per Ordinary Share) in relation to the first quarter of 2015. The Company is encouraged to note that market activity is growing, but is alert to the increased competition amongst lenders that improving conditions has stimulated. In the medium term the increased competition amongst lenders will lead to a choice of assuming greater risk or accepting slightly lower returns; the Company would always weight more to lower return than higher risk, with a resulting impact on dividends. In the short term, and on the basis of the current portfolio, the Company continues to target a dividend at an annualised rate of 7.0 pence per Ordinary Share. Whilst it is difficult to predict the timing of any changes in the returns from new investments, the Company considers that the previous targeted dividend rate may not be sustainable in the longer term without increasing the risk profile of the portfolio and, accordingly, the Company believes the 2016 onwards dividend target should be set 0.5 pence lower at 6.5 pence per Ordinary Share.

The above target dividend payments should not be taken as a forecast of the Company's future performance, profits or results. The target dividend payments are targets only and there is no guarantee whatsoever that they can or will be achieved and they should not be seen as an indication of the Company's actual return. Target dividend payments are dependent on a number of factors, including in particular: interest rate movements, the pace of unscheduled amortisation or prepayment, the pace of drawdowns by borrowers of unfunded commitments, and the pace of reinvestment of cash receipts and the level of return on such reinvestment together with general economic and market conditions and exchange rate movements. Accordingly, investors should not place any reliance on the target dividend payments in deciding whether to subscribe for Placing Shares or invest in the Ordinary Shares. Cash receipts may be applied to the payment of dividends before they are fully recognised in the Company's income statement.

Compliance with Model Code

In accordance with Listing Rule 15.5.1(4), the Company confirms that it is satisfied that all inside information in its possession leading up to the announcement of the half yearly financial results for the six months ended 30 June 2015, has been notified to a Regulated Information Service.

For further information, please contact:

Peter Denton - Starwood Capital - 020 7016 3664

Robert Peel - Dexion Capital - 020 7832 0900

This announcement (the "Announcement"), including the Appendix, 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 and Transparency Rules.

The net asset value set out above under "Estimated Net Asset Value" is an estimated unaudited value and may differ from the actual unaudited net asset value.

Save as set out below in the Appendix, neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement (including the Appendix).

Dexion, which is authorised and regulated by the FCA, is acting for the Company and for no-one else in connection with the Placing 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.

APPENDIX: FURTHER DETAILS OF THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA SAVE FOR THE UNITED KINGDOM.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS OF THE PLACING SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT, IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") AND WHO ARE PERSONS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. NEITHER THIS APPENDIX NOR THE ANNOUNCEMENT OF WHICH IT FORMS PART CONSTITUTES AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES IN THE COMPANY.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.

Persons (including individuals, funds or otherwise) who are invited to and who choose to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares (the "Placees"), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgements, agreements and undertakings contained in this Appendix. In particular each such Placee represents, warrants and acknowledges that:

(a) it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

(b) in the case of a Relevant Person in a Member State of the European Economic Area which has implemented the Prospectus Directive (a "Relevant Member State"), (i) it is a Qualified Investor, and (ii) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive: (a) the Placing Shares subscribed for and/or acquired by it in the Placing have not been subscribed for and/or acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of Dexion and the Company has been given to the offer or resale; or (b) where Placing Shares have been acquired by it on behalf of persons in any Relevant Member State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;

(c) in the case of a Relevant Person in a Member State of the European Economic Area which has implemented the Alternative Investment Fund Managers Directive (which means Directive 2011/61/EU) (the "AIFMD"), it is a person to whom Placing Shares may lawfully be marketed under AIFMD or under the applicable implementing legislation (if any) of such Member State; and

(d) it is (i) outside the United States, is not a U.S Person (within the meaning Regulation S ("Regulation S") under the U.S. Securities Act of 1933, as amended (the "Securities Act")), is subscribing for Placing Shares in an "offshore transaction" (within the meaning of Regulation S) and is purchasing the Placing Shares for its own account or is purchasing the Placing Shares for an account with respect to which it exercises sole investment discretion and that it (and any such account) is outside the United States and is not a U.S. Person or it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust), in reliance upon Regulation S.

The Company and Dexion will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements. The terms and conditions relating to the eligibility requirements for Placees to subscribe under the Placing may, notwithstanding any other provision of these terms and conditions but at all times subject to applicable law and regulation, be varied by agreement of the Company and Dexion.

This Announcement (including this Appendix) is for information purposes and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction, including without limitation, the United States, Australia, Canada, Japan or South Africa (save as provided herein) or in any jurisdiction in which such offer or invitation is unlawful (the "Restricted Jurisdictions") and the information contained herein is not for publication or distribution, directly or indirectly, to persons in any Restricted Jurisdiction. No public offer of securities of the Company is being made in the United Kingdom, United States or elsewhere.

In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940 (the "Investment Company Act") and investors will not be entitled to the benefits of the Investment Company Act. Persons receiving this Announcement (including this Appendix) (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or to U.S. Persons or use the United States mails, directly or indirectly, in connection with the Placing.

The Placing Shares may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Placing Shares are being offered and sold outside the United States to non-U.S. Persons in reliance on Regulation S under the Securities Act.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is available) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom.

Under the AIFMD, the Company is required to make available to purchasers of Placing Shares certain information before such purchasers receive Placing Shares (the "Article 23 Disclosures"). The Article 23 Disclosures are available at www.starwoodeuropeanfinance.com under the heading "Documents". The Company is also required to make available to such purchasers its latest Annual Report before such purchasers receive Placing Shares, which was published on 27 March 2015. The Company's last prospectus, latest Company Factsheet and Annual Report are available on the Company's website at www.starwoodeuropeanfinance.com.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

The distribution of this Announcement, including the Appendix, and the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Dexion, or any of their respective Affiliates (as defined below), that would permit an offer of the Placing Shares or possession or distribution of this Announcement, including this Appendix, or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement, including this Appendix, comes are required by the Company and Dexion to inform themselves about and to observe any such restrictions.

The Company is a Registered Closed-ended investment scheme registered pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended and the Registered Collective Investment Scheme Rules 2008 issued by the Guernsey Financial Services Commission (the "Commission"). The Commission takes no responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to it.

In this Appendix, unless the context otherwise requires, Placee means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for Placing Shares has been given and accepted.

Dexion and the Company have entered into an agreement in relation to the Placing (the "Agreement").

The Placing Shares will, when issued, be subject to the Company's Memorandum and Articles of Incorporation and be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid on or in respect of such Ordinary Shares after the date of issue of the Placing Shares.

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

Application for listing and admission to trading

Application will be made to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to the premium segment of the Official List of the UK Listing Authority (the "Official List") and to London Stock Exchange plc for admission to trading of the Placing Shares on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective on or around 23 July 2015 and that dealings in the Placing Shares on the London Stock Exchange's main market for listed securities will commence at that time.

Bookbuild

Dexion will today commence the bookbuilding process in respect to the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

Dexion and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

(a) Dexion is arranging the Placing as sole bookrunner and agent of the Company.

(b) Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Dexion. Dexion, including any holding company of it, any subsidiary, branch or affiliate of Dexion (each an "Affiliate"), are entitled to enter bids in the Bookbuild as principal.

(c) By participating in the Bookbuild process and the Placing, Placees will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be participating and making an offer for Placing Shares on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgments, agreements and undertakings contained in this Appendix.

(d) The Placing Shares are not being offered at a fixed price. The number of Placing Shares to be issued and the price per Placing Share (the "Placing Price") will be agreed between Dexion and the Company following completion of the Bookbuild. The number of Placing Shares and the Placing Price will be announced on a Regulatory Information Service following completion of the Bookbuild.

(e) To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at Dexion. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for and the price or price range that the prospective Placee is offering to pay. Bids may be scaled down by Dexion on the basis referred to in paragraph (i) below. No more than £15 million (at the Placing Price) of Placing Shares will be issued in aggregate.

(f) The Bookbuild is expected to close no later than 3 p.m. (London time) on 21 July 2015 but may be closed earlier or later at the discretion of Dexion. Dexion may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

(g) A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with Dexion's consent, will not be capable of variation or revocation after the time at which it is submitted.

(h) Each Placee's allocation and the Placing Price will be confirmed to Placees orally by Dexion following the close of the Bookbuild, and a trade confirmation will be dispatched as soon as possible thereafter by Dexion and the terms of this Appendix will be deemed incorporated by reference therein. Dexion's oral confirmation to a Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of Dexion and the Company, under which it agrees to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's Memorandum and Articles of Incorporation. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Dexion, to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe and that the Company has agreed to allot and issue to that Placee.

(i) Subject to paragraphs (d) and (e) above, Dexion may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as Dexion may determine. Dexion may also, notwithstanding paragraphs (d) and (e) above, subject to the prior consent of the Company: (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time, and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right to reduce the amount to be raised pursuant to the Placing, subject to the maximum size of the Placing being £15 million (at the Placing Price) of Placing Shares.

(j) Except as required by law or regulation, no press release or other announcement will be made by Dexion or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

(k) Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

(l) All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of certain customary conditions set out in the Placing Agreement.

(m) By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

(n) Subject to the terms of the Agreement, Dexion shall be entitled to effect the Bookbuild and the Placing by such method as it shall in its sole discretion determine. To the fullest extent permissible by law, neither Dexion, nor any Affiliate, nor any person acting on behalf of any of the foregoing shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Dexion, nor any of its Affiliates nor any person acting on their behalf shall have any liability to Placees in respect of their conduct of the Bookbuild or of such alternative method of effecting the Placing as Dexion and the Company may agree.

All obligations of Dexion under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing".

Conditions of the Placing

The Placing is conditional upon the Agreement becoming unconditional and not having been terminated in accordance with its terms. Dexion's obligations under the Agreement are conditional on, inter alia:

(a) the execution and delivery of the term sheet setting out the number of Placing Shares and the Placing Price, to be executed by Dexion and the Company at the end of the Bookbuild;

(b) the representations and warranties contained in the Agreement being true and accurate in all material respects and not misleading on and as of the date of the Agreement and at all times before Admission;

(c) in the opinion of Dexion (acting reasonably and in good faith), the Company having complied with and performed its obligations under the Agreement, which in the opinion of Dexion (acting reasonably and in good faith) are material in the context of the Placing, to the extent that the same fall to be performed before Admission;

(d) there not having occurred before Admission any development or event (or any development or event involving a prospective change of which the Company, Starwood European Finance Partners Limited, (the "Investment Manager") or Starwood Capital Europe Advisers, LLP (the "Investment Adviser") (as the case may be) is aware) which will or is likely to have a material adverse effect on the condition (financial, operational, legal or otherwise), prospects, solvency, liquidity, management, results of operations, financial position, business or general affairs of the Company or its group as a whole, or of the Investment Manager, and/or the Investment Adviser whether or not arising in the ordinary course of business (whether or not foreseeable at the date of the Agreement) (a "Material Adverse Change");

(e) the Company allotting and issuing, subject only to Admission, the Placing Shares in accordance with the Agreement; and

(f) Admission occurring not later than 8.00 a.m. (London time) on 23 July 2015 or such later date as the Company and Dexion may otherwise agree but not being later than close of business on 25 July 2015, (all conditions to the obligations of Dexion included in the Agreement being together the "conditions").

If (i) any of the conditions contained in the Agreement, including those described above, are not fulfilled or (where applicable) waived by Dexion by the respective time or date where specified (or such later time or date as the Company and Dexion may agree), (ii) any such conditions become incapable of being fulfilled or (iii) the Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

Dexion may, at its discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of any of its respective obligations in relation to the conditions in the Agreement (save that the above conditions relating to the term sheet being executed and delivered and to Admission taking place and the Company's allotment of the Placing Shares may not be waived) or extend in writing the time required for the fulfilment of any such conditions in respect of all or any part of the performance thereof. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement (including this Appendix).

Neither Dexion nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Dexion.

By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Right to terminate under the Agreement" below, and will not be capable of rescission or termination by the Placee.

Right to terminate the Placing under the Agreement

Dexion is entitled, at any time before Admission, to terminate the Agreement in accordance with the terms of the Agreement in certain circumstances, including if:

(a) in the opinion of Dexion (acting reasonably and in good faith), any of the representations and warranties contained in the Agreement are not true and accurate in all material respects or have become misleading (or would not be true and accurate in all material respects or would be misleading if they were repeated at any time before Admission) by reference to the facts subsisting at the time when the notice to terminate the Agreement is given; or

(b) in the opinion of Dexion (acting reasonably and in good faith), the Company fails to comply with any of its obligations under the Agreement which in the opinion of Dexion (acting reasonably and in good faith) is material in the context of the Placing; or

(c) in the opinion of Dexion (acting reasonably and in good faith), there has been a Material Adverse Change (whether or not foreseeable at the date of the Agreement); or

(d) in the opinion of Dexion (acting reasonably and in good faith), there has been a change or prospective change in relevant national or international financial, political, economic or stock market (primary or secondary) conditions; an incident of terrorism, outbreak or escalation of hostilities, war, declaration or martial law or any other calamity or crisis; a suspension or material limitation in trading of securities generally on any relevant stock exchange; a suspension or material limitation on commercial banking activities or securities settlement or clearance services; a change or development involving a prospective change in taxation adversely affecting the Company, the Placing Shares, or the issue or transfer thereof; any change or prospective change in currency exchange rates or exchange controls or a disruption of settlement systems or a material disruption in commercial banking in each case as would, in the reasonable opinion of Dexion, make it impracticable or inadvisable to market the Placing Shares or to enforce contracts for sale of the Placing Shares or which may prejudice the success of a Transaction or dealings in the Placing Shares in the secondary market .

By participating in the Placing, Placees agree that the exercise by Dexion of any right of termination or other discretion under the Agreement shall be within the absolute discretion of Dexion and that it need not make any reference to Placees and that it shall have no liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise or failure so to exercise.

No Prospectus

The Placing Shares are being offered to Relevant Persons only and will not be offered in such a way as to require a prospectus in Guernsey, the United Kingdom or elsewhere. No offering document or prospectus has been or will be submitted to be approved by the Guernsey Financial Services Commission nor the States of Guernsey Policy Council nor the FCA in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and certain business and financial information in accordance with the rules and practices of the FCA (collectively "Exchange Information").

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement, including this Appendix, is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or Dexion or any other person and neither Dexion nor the Company nor the Investment Manager nor the Investment Adviser nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GG00B79WC100) following Admission will take place within the CREST system, subject to certain exceptions. Dexion and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees, by such other means that they deem necessary if delivery or settlement to the Placees is not practicable within the CREST system within the timetable set out in this Announcement (including this Appendix) or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation in accordance with that Placee's standing arrangements in place with Dexion stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Dexion and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Dexion. The Company will issue shares on a delivery versus payment basis.

It is expected that settlement will be on 23 July 2015 on a T+2 basis in accordance with the instructions set out in the trade confirmation.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Dexion.

Each Placee is deemed to agree that, if it does not comply with these obligations, Dexion may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Dexion's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall between the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Dexion all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Dexion lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that, upon receipt, the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither Dexion nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By agreeing to subscribe for Placing Shares, each Placee which enters into a commitment to subscribe for Placing Shares will (for itself and any person(s) procured by it to subscribe for Placing Shares and any nominee(s) for any such person(s)) be deemed to represent and warrant to each of the Company, the Investment Manager, the Investment Adviser, the Registrar, Dexion and Pershing Securities Limited ("PSL") (acting as the settlement agent of Dexion in connection with the Placing) that:

(a) it acknowledges that no offering document or prospectus has been prepared in connection with the placing of the Placing Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;

(b) it acknowledges that the Ordinary Shares are listed on the premium segment of the Official List of the UK Listing Authority, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA (collectively the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Placee is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

(d) if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for Placing Shares under the Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, the Investment Manager, Dexion, PSL or the Registrar or any of their respective officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing;

(e) it has carefully read and understands this Announcement in its entirety and acknowledges that it is acquiring Placing Shares on the terms and subject to the conditions set out in this Announcement and the Articles as in force at the date of Admission;

(f) it has not relied on Dexion or any person affiliated with Dexion in connection with any investigation of the accuracy of any information contained in this Announcement;

(g) it acknowledges that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and that none of Dexion, its Affiliates or any person acting on Dexion's behalf has or shall have any liability for any information, representation or statement contained in this Announcement (including this Appendix) or any information previously published by or on behalf of the Company (including any Exchange Information) and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement (including this Appendix) or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement (including this Appendix) and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of Dexion, the Company, the Investment Adviser or the Investment Manager and neither Dexion nor the Company nor the Investment Adviser nor the Investment Manager will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company and the terms of the Placing, satisfied itself that this information is still current and relied on that information in deciding to participate in the Placing;

(h) it acknowledges that no person is authorised in connection with the Placing to give any information or make any representation other than as contained in this Announcement and, if given or made, any information or representation must not be relied upon as having been authorised by Dexion, PSL, the Company, the Investment Manager or the Investment Adviser;

(i) it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;

(j) it accepts that none of the Placing Shares have been or will be registered under the laws of any Restricted Jurisdiction. Accordingly, the Placing Shares may not be offered, sold, issued or delivered, directly or indirectly, within any Restricted Jurisdiction unless an exemption from any registration requirement is available;

(k) if it is within the United Kingdom, it is a person who falls within Articles 49 or 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 or is a person to whom the Placing Shares may otherwise lawfully be offered under such Order, or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations;

(l) if it is a resident in the EEA (other than the United Kingdom), it is (a) a qualified investor within the meaning of the law in the Relevant Member State implementing Article 2(1)(e)(i), (ii) or (iii) of Directive 2003/71/EC and (b) if that Relevant Member State has implemented the AIFMD, that it is a person to whom the Placing Shares may be lawfully marketed under the AIMFD or under the applicable implementing legislation (if any) of that Relevant Member State;

(m) in the case of any Placing Shares acquired by an investor as a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of Dexion has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;

(n) if it is outside the United Kingdom, neither this Announcement nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Placing Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

(o) it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;

(p) if the investor is a natural person, such investor is not under the age of majority (18 years of age in the United Kingdom) on the date of such investor's agreement to subscribe for Placing Shares under the Placing and will not be any such person on the date any such Placing is accepted;

(q) it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Announcement to any persons within the United States or to any US Persons, nor will it do any of the foregoing;

(r) it acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

(s) it acknowledges that neither Dexion nor any of its affiliates nor any person acting on their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing or providing any advice in relation to the Placing and participation in the Placing is on the basis that it is not and will not be a client of Dexion and that Dexion does not have any duties or responsibilities to it for providing protection afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertaking or indemnities contained in any placing letter;

(t) acknowledges that it has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

(u) represents and warrants that it has independently made its own analysis and decision with regard to its commitment to subscribe for Placing Shares;

(v) it acknowledges that where it is subscribing for Placing Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to subscribe for the Placing Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this Announcement; and (iii) to receive on behalf of each such account any documentation relating to the Placing in the form provided by the Company and/or Dexion and/or PSL. It agrees that the provision of this paragraph shall survive any resale of the Placing Shares by or on behalf of any such account;

(w) it irrevocably appoints any director of the Company and any director of Dexion to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the Placing Shares for which it has given a commitment under the Placing, in the event of its own failure to do so;

(x) it accepts that if the Placing does not proceed or the conditions to the Agreement are not satisfied or the Placing Shares for which valid application are received and accepted are not admitted to listing on the Official List and to trading on the Main Market for any reason whatsoever then none of Dexion or the Company, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;

(y) in connection with its participation in the Placing it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering ("Money Laundering Legislation") and that its application is only made on the basis that it accepts full responsibility for any requirement to verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the Money Laundering Regulations 2007 in force in the United Kingdom; or (ii) subject to the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); or (iii) subject to the Guernsey AML Requirements; or (iv) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive;

(z) it acknowledges that due to anti-money laundering requirements, Dexion and the Company may require proof of identity and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the applicant to produce any information required for verification purposes, Dexion, PSL and the Company may refuse to accept the application and the subscription moneys relating thereto. It holds harmless and will indemnify Dexion, PSL and the Company against any liability, loss or cost ensuing due to the failure to process such application, if such information as has been required has not been provided by it;

(aa) it acknowledges that any person in Guernsey involved in the business of the Company who has a suspicion or belief that any other person (including the Company or any person subscribing for Placing Shares) is involved in money laundering activities, is under an obligation to report such suspicion to the Financial Intelligence Service pursuant to the Terrorism and Crime (Bailiwick of Guernsey) Law, 2002 (as amended);

(bb) it acknowledges and agrees that information provided by it to the Company, Computershare Investor Services (Guernsey) Limited (the "Registrar") or Ipes (Guernsey) Limited (the "Administrator") will be stored on the Registrar's and the Administrator's computer system and manually. It acknowledges and agrees that for the purposes of the Data Protection (Bailiwick of Guernsey) Law 2001 (the "Data Protection Law") and other relevant data protection legislation which may be applicable, the Registrar and the Administrator are required to specify the purposes for which they will hold personal data. The Registrar and the Administrator will only use such information for the purposes set out below (collectively, the "Purposes"), being to:

i. process its personal data (including sensitive personal data) as required by or in connection with its holding of Ordinary Shares, including processing personal data in connection with credit and money laundering checks on it;

ii. communicate with it as necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares;

iii. provide personal data to such third parties as the Administrator or Registrar may consider necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares or as the Data Protection Law may require, including to third parties outside the Bailiwick of Guernsey or the European Economic Area;

iv. without limitation, provide such personal data to the Company, Dexion, PSL, the Investment Manager or Investment Adviser and their respective Associates for processing, notwithstanding that any such party may be outside the Bailiwick of Guernsey or the European Economic Area; and

v. process its personal data for the Administrator's internal administration.

(cc) in providing the Registrar and the Administrator with information, it hereby represents and warrants to the Registrar and the Administrator that it has obtained the consent of any data subjects to the Registrar and the Administrator and their respective associates holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the Purpose set out in paragraph (a)). For the purposes of this Announcement, "data subject", "personal data" and "sensitive personal data" shall have the meanings attributed to them in the Data Protection Law;

(dd) Dexion and the Company are entitled to exercise any of their rights under the Agreement or any other right in their absolute discretion without any liability whatsoever to them;

(ee) the representations, undertakings and warranties contained in this Announcement are irrevocable. It acknowledges that Dexion and the Company and their respective affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the Placing Shares are no longer accurate, it shall promptly notify Dexion and the Company;

(ff) where it or any person acting on behalf of it is dealing with Dexion, any money held in an account with Dexion on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the Financial Conduct Authority which therefore will not require Dexion to segregate such money, as that money will be held by Dexion under a banking relationship and not as trustee;

(gg) any of its clients, whether or not identified to Dexion, will remain its sole responsibility and will not become clients of Dexion for the purposes of the rules of the Financial Conduct Authority or for the purposes of any other statutory or regulatory provision;

(hh) it accepts that the allocation of Placing Shares shall be determined by the Company in its absolute discretion but in consultation with Dexion and that the Company may scale down any Placing commitments for this purpose on such basis as it may determine; and

(ii) time shall be of the essence as regards its obligations to settle payment for the Placing Shares and to comply with its other obligations under the Placing.

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to Dexion for itself and on behalf of the Company and are irrevocable.

The agreement to settle a Placee's subscription of the Placing Shares (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Dexion will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Dexion in the event that any of the Company and/or Dexion has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Dexion accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Placee, and any person acting on behalf of the Placee, acknowledges that Dexion does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Agreement and that such representations, warranties, undertakings and indemnities are not given for the benefit of any Placee.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Dexion or any of its Affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with Dexion, any money held in an account with Dexion on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the UK Financial Services and Markets Act 2000 (as amended). Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Dexion's money in accordance with the client money rules and will be used by Dexion in the course of its own business and the Placee will rank only as a general creditor of Dexion.

Past performance is no guide to future performance and persons seeking advice should consult an independent financial adviser.

All times and dates in this Announcement (including this Appendix) may be subject to amendment, and Placees' commitments, representations and warranties are not conditional on any of the expected times and dates in this Announcement (including this Appendix) being achieved. Dexion shall notify the Placees and any person acting on behalf of the Placees of any changes.

The rights and remedies of Dexion and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.

This Announcement (including this Appendix) has been issued by the Company and is the sole responsibility of the Company.