Starwood European Real Estate Finance Ltd (SWEF)
SWEF: Result of placing
13-May-2019 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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
The information contained in this announcement contains inside information
for the purpose of the Market Abuse Regulation (EU) no. 596/2014. The person
responsible for the release of this announcement on behalf of the Company is
Apex Fund and Corporate Services (Guernsey) Limited.
13 May 2019
Starwood European Real Estate Finance Limited (the "Company")
Result of Placing and Total Voting Rights
On 7 May 2019, the Company announced that it was seeking to issue up to
38,200,000 new ordinary shares of no par value (the "Placing Shares" ) at
104.75 pence per share (the "Placing Price") (the "Placing").
Further to this announcement, the Board of the Company is pleased to
announce that the Placing has been oversubscribed and investor demand for
the Placing has exceeded the target Placing size. The targeted maximum total
of 38,200,000 Placing Shares will be issued at the Placing Price, raising
gross proceeds of GBP40.0 million. Accordingly, a scaling back exercise has
been undertaken with respect to the applications received pursuant to the
Placing.
Application has been made for the Placing Shares to be admitted to the
Official List and to trading on the London Stock Exchange's premium segment
of the Main Market ("Admission"). It is expected that Admission will become
effective and dealings in the new Ordinary Shares will commence on 15 May
2019. Once issued, the new Ordinary Shares will rank pari passu with the
existing Ordinary Shares.
Following Admission, the Company expects to have 413,219,398 Ordinary Shares
in issue. Therefore, the total number of voting rights of the Company will
be 413,219,398 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, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency Rules.
Stifel Nicolaus Europe Limited acted as sole bookrunner to the Company.
Unless otherwise defined, the terms used in this announcement shall have the
same meaning as set out in the announcement published on 7 May 2019.
Stephen Smith, Chairman, said:
"The Board is delighted by the continued support from investors. The Company
intends to use the proceeds of the Placing to repay its drawings under its
credit facilities in order to be ready to draw again on these facilities in
the near future as it executes on its near term pipeline. We are confident
in our continued ability to invest in attractive projects."
For further information, please contact:
Apex Fund and Corporate Services (Guernsey) Limited - 01481 755143
Dave Taylor
Starwood Capital - 020 7016 3655
Duncan MacPherson
Stifel Nicolaus Europe Limited - 020 7710 7600
Neil Winward
Mark Bloomfield
Gaudi Le Roux
LEI: 5493004YMVUQ9Z7JGZ50
Notes:
Starwood European Real Estate Finance Limited is an investment company
listed on the main market of the London Stock Exchange with an investment
objective to provide Shareholders with regular dividends and an attractive
total return while limiting downside risk, through the origination,
execution, acquisition and servicing of a diversified portfolio of real
estate debt investments in the UK and the wider European Union's internal
market. www.starwoodeuropeanfinance.com [1].
The Group is the largest London-listed vehicle to provide investors with
pure play exposure to real estate lending.
The Group's assets are managed by Starwood European Finance Partners
Limited, an indirect wholly-owned subsidiary of the Starwood Capital Group.
The Company's target dividend is a target only and not a profit forecast.
There can be no assurance that the target will be met and it should not be
taken as an indication of the Company's expected or actual future results.
IMPORTANT INFORMATION
THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART TO U.S. PERSONS OR, IN OR INTO THE UNITED STATES, THE EXCLUDED
TERRITORIES OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THE PLACING SHARES THAT ARE THE SUBJECT OF THE PLACING ARE ONLY BEING
OFFERED OR SOLD TO QUALIFIED INVESTORS IN THE UNITED KINGDOM, WHICH INCLUDES
LEGAL ENTITIES WHICH ARE REGULATED BY THE FCA OR ENTITIES WHICH ARE NOT SO
REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT
QUALIFIED INVESTORS IN THE UNITED KINGDOM. QUALIFIED INVESTORS ARE PERSONS
WHO (I) FALL WITHIN ARTICLE 19(5) OF THE ORDER, FALL WITHIN ARTICLE 49(2)
(A) TO (D) OF THE ORDER; OR ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED AND (II) ARE A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE
COUNTERPARTY" WITHIN THE MEANING OF CHAPTER 3 OF THE FCA'S CONDUCT OF
BUSINESS SOURCEBOOK (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL
UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENTS NOT
AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE
UNITED STATES.
EACH RECIPIENT OF THIS ANNOUNCEMENT SHOULD CONSULT WITH ITS OWN ADVISERS AS
TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE COMPANY.
THE PRICE OF THE COMPANY'S SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO
DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED
ON DISPOSAL OF THE SHARES.
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 the United Kingdom or
elsewhere.
This announcement does not constitute an offer, and may not be used in
connection with an offer, to sell or issue or the solicitation of an offer
to buy or subscribe for Placing Shares in any jurisdiction in which such
offer or solicitation is or may be unlawful. This announcement and the
information contained herein is not for publication or distribution,
directly or indirectly, to persons in the United States, the Excluded
Territories or in any jurisdiction in which such publication or distribution
is unlawful. Persons who come into possession of this announcement are
required by the Company to inform themselves about and to observe any
restrictions of transfer of this announcement. No public offer of securities
of the Company is being made in the United Kingdom, the 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 under any laws
of, or with any securities regulatory authority of, any state or other
jurisdiction of the United States, and may not be offered, sold, resold,
transferred or delivered, directly or indirectly, in the United States or
to, or for the account or benefit of, U.S. Persons, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction in the United States, and
under circumstances that would not result in the Company being in violation
of the U.S. Investment Company Act. The Placing Shares are only being
offered and sold outside the United States in offshore transactions to
persons who are not U.S. Persons in accordance with Regulation S under the
Securities Act.
The relevant clearances have not been, 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, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or territory of
any of the Excluded Territories. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into the
Excluded Territories or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been
subject to a product approval process, which has determined that the Placing
Shares are: (i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, investors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the
Placing Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Stifel will only procure investors who meet the
criteria of professional clients and eligible counterparties. For the
avoidance of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of MiFID II;
or (b) a recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
The content of this announcement has been prepared by, and is the sole
responsibility of, the Company.
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 from time to time. 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.
Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections
regarding its future performance, anticipated events or trends and other
matters that are not historical facts. These forward-looking statements,
which may use words such as "aim", "anticipate", "believe", "could",
"intend", "estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking statements
involve risks, assumptions and uncertainties that could cause the actual
results of operations, financial condition, liquidity and dividend policy
and the development of the industries in which the Company's businesses
operate to differ materially from the impression created by the
forward-looking statements. These statements are not guarantees of future
performance and are subject to known and unknown risks, uncertainties and
other factors that could cause actual results to differ materially from
those expressed or implied by such forward-looking statements. Given those
risks and uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements. Forward-looking statements
speak only as of the date of such statements and, except as required by the
FCA, the London Stock Exchange or applicable law, the Company undertakes no
obligation to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for the Company and
no-one else in connection with the potential equity issue. Stifel will not
regard any other person as its client in relation to the potential issue 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 potential issue, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
None of the Starwood Parties or Stifel, or any of their respective
directors, officers, employees, advisers, affiliates 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 for any loss
howsoever arising from any use of the announcement or its contents. The
Starwood Parties and Stifel Nicolaus Europe Limited, and their respective
directors, officers, employees, advisers, affiliates or agents, 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.
The processing of an investor's personal data by the Company will be carried
out in compliance with the applicable data protection legislation and with
its Privacy Notice, a copy of which can be found on the Company's website
http://www.starwoodeuropeanfinance.com/images/documents/Privacy%20Notice%20-
%20Starwood%20European%20Real%20Estate%20Finance%20Limited.pdf [2]
Each recipient of this Announcement acknowledges that it has read and
understood the processing activities carried out by the Company as informed
in the referred Privacy Notice.
ISIN: GG00B79WC100
Category Code: ROI
TIDM: SWEF
LEI Code: 5493004YMVUQ9Z7JGZ50
Sequence No.: 8589
EQS News ID: 810093
End of Announcement EQS News Service
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