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. This announcement should be read in conjunction with the information contained in the prospectus (the "Prospectus") published on 7 September 2015 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")
Results of Initial Placing
24 September 2015
The Company is pleased to announce the results of the Initial Placing that was announced on 7 September 2015 and closed today:
· Gross Issue Proceeds of £43.5 million.
· 42,300,000 New Ordinary Shares were subscribed at the Initial Placing Price of 102.75 pence per New Ordinary Share and will be issued, subject only to Admission, on 29 September 2015.
· The proceeds of the Initial Placing, net of associated costs, will be used to fund a pipeline of transactions that currently have a high probability of closing in the short term. This near term pipeline represents a range of real estate sectors in the UK, Ireland and the wider Continent.
The size of the Initial Placing was determined based on market demand and the Directors' and Advisers' objective to prudently match the amount raised to the near term pipeline of investment opportunities. The Company is not, at this time, issuing C Shares to fund slightly longer term opportunities.
The Company's overall pipeline of potential investment opportunities remains strong and it is intended that the Company will seek to raise further equity under the Placing Programme, as required by investment needs. The Company retains the flexibility to issue New Ordinary Shares and/or C Shares in the Placing Programme.
Related party transactions
Quilter Cheviot Limited ("Quilter Cheviot"), a related party of the Company by virtue of being a substantial shareholder, subscribed for 454,500 New Ordinary Shares at the same price of 102.75 pence per New Ordinary Share as all other investors that subscribed for New Ordinary Shares under the Initial Placing. The transaction, individually and when aggregated with Quilter Cheviot's participation in the issue of Ordinary Shares in July 2015, constitutes a smaller related transaction under Listing Rule 11.1.10R. The consideration for this transaction, determined for the purposes of the related party rules by reference to the market value of the Ordinary Shares at the close of business on 4 September 2015 (being the last business day before the announcement of the Placing), was £474,384.
Each of the Directors subscribed for New Ordinary Shares at the same price per New Ordinary Share as all other investors. In total, 48,661 New Ordinary Shares were subscribed for by Directors. The Company will release separate announcements under Disclosure and Transparency Rule 3 in respect of these subscriptions. The subscriptions do not fall within the related party rules.
Further information and contacts
Dexion Capital plc acted as sole sponsor and sole bookrunner in respect of the Initial Placing.
Following this issue of New Ordinary Shares, the Company's issued share capital will consist of 304,180,000 Ordinary Shares. Accordingly, the total number of voting rights in the Company will be 304,180,000 and this figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure and Transparency Rules.
Copies of the Prospectus are 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 electronic copy of the Prospectus is also 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, acquires 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 ("Dexion") 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, 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.