RNS Number : 3285Y
Starwood European Real Estate Finan
07 September 2015
 



NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

This announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for or to buy, shares in any jurisdiction.

 

This announcement is neither an advertisement, a prospectus nor a financial promotion.  Any investment in any shares referred to in this announcement may be made only on the basis of information in the prospectus (the "Prospectus") published today by Starwood European Real Estate Finance Limited in connection with the admission of the New Ordinary Shares to the premium listing segment of the Official List and trading on the London Stock Exchange's Main Market for listed securities and admission of the C Shares to the standard listing segment of the Official List and trading on the London Stock Exchange's Main Market for listed securities.

 

 

Starwood European Real Estate Finance Limited 

(the "Company")

 

Publication of Prospectus

 

 

7 September 2015

 

The Company is pleased to announce the publication of a prospectus relating to:

·      the Initial Placing of New Ordinary Shares at an Initial Placing Price of 102.75 pence per New Ordinary Share and C Shares at an Initial Placing Price of 100 pence per C Share targeted to raise, in aggregate, at least £50 million and

·      a Placing Programme of New Ordinary Shares and/or C Shares, as the case may be, subject to a maximum of 300 million New Ordinary Shares and/or C Shares in aggregate being issued pursuant to the Initial Placing and the Placing Programme

Background to, and reasons for, the Initial Placing and the Placing Programme

The Company was launched in December 2012 when 228,500,000 Ordinary Shares were admitted to trading on the Main Market. A further 9,600,000 Ordinary Shares were issued during March and April of 2013 in order to meet market demand, principally following the Company's inclusion in the FTSE UK Index Series and to manage the higher share price premium over the Net Asset Value per Share at that time.

A further 23,780,000 Ordinary Shares were issued on 23 July 2015 pursuant to a tap issue.

The Company has committed the full amount of capital raised by the Company to date and the implementation of the Initial Placing and the Placing Programme should allow the Company to take advantage of investment opportunities available in the market from time to time, allowing the Company to move quickly and strengthening its competitive position compared to other finance providers. Accordingly the Company intends to use the proceeds from the Initial Placing and the Placing Programme to make further investments in accordance with its investment policy.

Use of proceeds

Initial Placing

The Company is targeting at least £50 million (before expenses) under the Initial Placing through the issue of New Ordinary Shares and/or C Shares. The number of New Ordinary Shares and C Shares and their respective proportion of the Initial Placing has not been determined at the date of this announcement. An RIS announcement will be made on 25 September 2015 confirming these numbers.

The proceeds from the issue of New Ordinary Shares are expected to be used primarily to make loans and enter into other transactions that the Advisers believe have a high probability of execution in the short term whilst the proceeds of the issue of C Shares are expected to be held for investment in the Company's near-term pipeline of potential investment opportunities. In all cases, such proceeds will be invested in accordance with the Company's investment policy. Whilst the Advisers have an active pipeline of transactions under review, at the date of this Prospectus none of these transactions has yet reached the stage where the Company has made a binding commitment to provide the requisite funding. Where for liquidity purposes a transaction has been bridged on a short term basis using the Revolving Credit Facility or where sums have been drawn down on such facility for working capital purposes, any such advances may be repaid out of the proceeds of the Initial Placing.

Accordingly and in order to minimise the effect of cash drag on the Existing Ordinary Shares, it is proposed that the number of New Ordinary Shares to be issued under the Initial Placing will be determined prior to the close of the Initial Placing by reference to the available pipeline of loans in execution and other transactions which the Advisers believe have a high probability of execution in the short term as at such date. The remainder of the Initial Placing will be satisfied by the issue of C Shares.

The Company reserves the right to increase or decrease the size of the Initial Placing depending on investor demand and the availability of pipeline transactions, provided that the minimum amount to be raised under the Initial Placing (before payment of expenses) shall be £10 million and provided that the maximum number of New Shares to be issued under the Initial Placing does not exceed 150 million Shares and in any event the amount to be raised through the issue of C Shares shall be limited to such sum as the Advisers believe can reasonably be deployed within three months of Admission of the Initial Placing Shares.

The Company expects that due to the lot size of loans in the near term pipeline of opportunities identified by the Advisers, the C Share Portfolio will be relatively concentrated and less diversified than the Company's portfolio as a whole. The C Shares will convert into Ordinary Shares when there is insufficient un-invested or uncommitted cash in the C Share Portfolio to make any further investments, having regard to the Company's lot sizes (which have to date have been typically between £4 million to £45 million). It is anticipated (but not guaranteed) that the C Shares will convert into Ordinary Shares within three months of Admission.

The restrictions set in the Company's investment policy will be applied to the Company's portfolio as a whole, as if the C Shares had been converted into Ordinary Shares.

Placing Programme

The purpose of the Placing Programme is to enable the Company to take advantage of specific investment opportunities as they arise.

Any Placing of New Ordinary Shares under the Placing Programme will be for the purpose of funding new loan investments that the Advisers believe have a high probability of execution in the short term and any Placing of C Shares under the Placing Programme will be held for investment in the Company's near-term pipeline. It is anticipated (but not guaranteed) that any C Shares issued under the Placing Programme will convert into Ordinary Shares within three months of Admission.

Timetable

The dates and times specified below are subject to change without further notice. References to times are to London times.

Latest time and date for receipt of placing commitments under the Initial Placing

12.00 noon on 24 September 2015

Results of the Initial Placing announced

25 September 2015

Admission and commencement of unconditional dealings in the Initial Placing Shares

8.00 a.m. on 29 September 2015

Crediting of CREST accounts in respect of the Initial Placing Shares

8.00 a.m. on 29 September 2015

Placing Programme opens

29 September 2015

Placing Programme closes

6 September 2016

 

Further information and contacts

Copies of the Prospectus will shortly be available for inspection at the registered office of the Company, which is situated at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, Channel Islands, GY1 2HL.

A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available on the Company's website at http://www.starwoodeuropeanfinance.com/index.php/team-2/corporate.

Capitalised terms used in this announcement shall have the same meanings as defined in the Prospectus unless otherwise defined herein.

For further information, please contact:

Peter Denton - Starwood Capital - 020 7016 3664

Robert Peel - Dexion Capital - 020 7832 0900

 

 

About Starwood European Real Estate Finance Limited

 

Starwood European Real Estate Finance Limited  is a Guernsey domiciled closed-end investment company that originates, executes and services a diversified portfolio of real estate debt investments (including debt instruments) in the UK and the wider European Union's internal market.

The Company's assets are managed by Starwood European Finance Partners Limited, an indirect wholly-owned subsidiary of the Starwood Capital Group. 

This announcement is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada, Japan, New Zealand or South Africa. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan

, New Zealand or South Africa.  The securities of the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the US Investment Company Act of 1940, as amended and may not be offered or sold directly or indirectly in or into the United States or to or for the account or benefit of any US Person (within the meaning of Regulation S under the Securities Act). The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan, New Zealand or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan, New Zealand or South Africa or to any national, resident or citizen of Australia, Canada, Japan, New Zealand or South Africa.

 

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Dexion Capital plc or by any of its affiliates or agents as to or in relation to the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers and any liability therefore is expressly disclaimed.

 

Dexion Capital plc (Dexion), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as sole Sponsor and Bookrunner to the Company in connection with the matters described herein. Dexion is acting for the Company in relation to the matters described herein and no one else 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 Initial Placing and/or the Placing Programme, the contents of this announcement, the Prospectus or any transaction or arrangement referred to herein. 


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