DJ SWEF: Proposed placing of new ordinary shares
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Starwood European Real Estate Finance Ltd (SWEF)
SWEF: Proposed placing of new ordinary shares
07-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 may constitute 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.
Starwood European Real Estate Finance Limited (the "Company")
Proposed placing of new ordinary shares
The Board of Directors of the Company (the "Board") is pleased to announce a
placing of new ordinary shares (the "Placing" and the "Placing Shares"
respectively"). The Placing will target gross proceeds of approximately GBP40
million by way of a non pre-emptive issue of Placing Shares at 104.75 pence
per Placing Share (the "Placing Price").
Highlights
· Placing targeting 38,200,000 Placing Shares at 104.75 pence per Placing
Share, to be undertaken by way of a non pre-emptive placing under the
Company's existing shareholder authorities
· The Company targets paying quarterly a dividend of 6.5 pence per
Ordinary Share per annum. The Placing Shares issued under the Placing will
not qualify for the dividend declared on 24 April 2019 in respect of the
quarter ended 31 March 2019, which had an ex-dividend date of 2 May 2019.
However, they will qualify for the dividend relating to the quarter ended
30 June 2019 and in all other respects will rank pari passu with the
existing Ordinary Shares
· On 3 May 2019, the Company announced an unaudited cum-dividend net asset
value as at 30 April 2019 of 103.65 pence per existing Ordinary Share in
the capital of the Company ("Existing Ordinary Shares"). Accordingly, the
adjusted unaudited net asset value, adjusted to exclude the dividend
declared on 24 April 2019, was 102.02 pence per Existing Ordinary Shares
as at 30 April 2019 (the "Ex-dividend NAV")
· The Placing Price represents a discount of 1.6 per cent. to the closing
share price of 106.5 pence per Existing Ordinary Share on 3 May 2019
(being the last business day prior to the announcement of the Placing) and
a premium of 2.7 per cent. to the Ex-dividend NAV as at 30 April 2019 of
102.02 pence per Existing Ordinary Share
· As at 3 May 2019, the Company is substantially fully invested with
drawings of GBP31.6 million (net of cash) on its GBP114 million of credit
facilities and GBP33.6 million of unfunded commitments
· The Company maintains a strong pipeline of potential new investments.
Near term opportunities in the pipeline are consistent with previous
investment themes and are spread across both senior and subordinated debt
and a diverse geographic profile
· 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 (absent any unexpected repayments received prior to execution of
any pipeline deals)
Stephen Smith, Chairman of the Company, said:
"Following the Company's successful year of originating investments in 2018,
we continue to see attractive opportunities in the market and have
identified a strong short term pipeline of assets that meet our strict
investment criteria and which are either in execution or are currently in
negotiation.
The equity issue will meet the Company's strategy of incrementally growing
the size of the Company through an efficient capital structure which
minimises cash drag from repayments. Additionally, by increasing the market
capitalisation of the Company, the issue of equity will support improved
liquidity and reduce the Company's ongoing costs per share."
Background to the Placing
The investment objective of the Company is to provide its 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 (including debt
instruments) in the UK and the wider European Union's internal market.
The Company had a successful origination year in 2018 with GBP208 million of
new commitments made to borrowers. With repayments and amortisation at a
more typical level than in 2017, net commitments increased by GBP70.8 million
during 2018. The table below shows the loan commitment and repayment profile
over the last five years:
2014 2015 2016 2017 2018
New loans to GBP143.2m GBP118.7m GBP175.9m GBP245.8m GBP208.0m
borrowers
(commitment)
Loan repayments and -GBP48.8m -GBP49.0m -GBP129.3m -GBP213.1m -GBP137.2m
amortisation
Net Investment GBP94.4m GBP69.7m GBP46.6m GBP32.7m GBP70.8m
Use of Proceeds
The Company remains substantially fully invested with drawings of GBP31.6
million (net of cash) on its GBP114 million credit facilities and GBP33.6
million of unfunded commitments. The Company intends to use the proceeds of
the Placing to repay its drawings under its credit facilities before drawing
on these facilities in the near future as it executes on its near term
pipeline. Near term opportunities in the pipeline are consistent with
previous investment themes and are spread across both senior and
subordinated debt and a diverse geographic profile.
The Company's portfolio will continue to be originated from the larger and
more established real estate markets in the European Union's internal
market. UK exposure is expected to represent a significant proportion of the
Company's portfolio. Outside of the UK, investment in the European Union's
internal market will mainly be focused on Northern and Southern Europe.
Northern European markets include Germany, France, Scandinavia, Netherlands,
Belgium, Poland, Switzerland, Ireland, Slovakia and the Czech Republic.
Southern European markets include Italy and Spain.
The Company's portfolio focuses on lending into commercial real estate
sectors including office, retail, logistics, light industrial, hospitality,
student accommodation, residential for sale and multi-family rented
residential. Investments in student accommodation and residential for sale
are expected to be limited primarily to the UK, while multi-family
investments are expected to be limited primarily to the UK, Germany and
Scandinavia. Not more than 30 per cent, in aggregate, of the Company's NAV,
calculated at the time of investment, will be invested in loans relating to
residential for sale. No more than 50 per cent of the Company's NAV will be
allocated to any single real estate sector of the UK, except for the UK
office sector which is limited to 75 per cent of the Company's NAV.
Dividend
The Company targets paying quarterly a dividend of 6.5 pence per Ordinary
Share per annum. The Placing Shares, when issued, will rank in full for all
future dividends or other distributions declared, made or paid (save as set
out below) after the admission of the Placing Shares issued under the
Placing to the premium segment of the Official List and to trading on the
London Stock Exchange's Main Market ("Admission") and in all other respects
will rank pari passu with the existing Ordinary Shares.
For the avoidance of doubt, the Placing Shares issued under the Placing will
not qualify for the dividend declared on 24 April 2019 in respect of the
quarter ended 31 March 2019, which had an ex-dividend date of 2 May 2019 and
a payable date of 24 May 2019. However, the Placing Shares will qualify for
the dividend relating to the quarter ended 30 June 2019, which is expected
to be declared in July 2019.
Benefits of the Placing
The Board believes the Placing will confer the following benefits for
shareholders and the Company:
· enable the Company to continue with its strategy and provide scale to
its investment portfolio;
· increase the liquidity of the shares by increasing the market
capitalisation of the Company and with the potential to further diversify
the shareholder register;
· provide additional capital which should enable the Company to take
advantage of the current attractive investment opportunities in the market
and make further investments in accordance with the Company's investment
policy and within its investment criteria;
· further diversify the existing portfolio by introducing new loans into
the portfolio across various eligible jurisdictions where the Company is
currently seeing opportunities; and
· provide a larger equity base over which the fixed costs of the Company
may be spread, thereby reducing the Company's ongoing costs per Ordinary
Share.
Shareholder Authorisation of the Placing
The issue of the Placing Shares will be undertaken under the Company's
current authorities to allot shares and dis-apply pre-emption rights as
approved by shareholders at the Company's Annual General Meeting and
Extraordinary General Meeting on 15 May 2018 for an aggregate amount of up
to 20 per cent. of the Ordinary Shares in issue as at the date of the
resolutions (less one Ordinary Share). A prospectus is not required in
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respect of the Placing.
At the imminent AGM of the Company to be held on 15 May 2019, after the
proposed completion of the Placing, the Company is proposing to renew its
allotment and dis-application authorities to allow it to carry out issues of
up to 10 per cent. of its shares in issue. The Company has also convened an
EGM on the same date at which it has proposed resolutions to supplement such
AGM authorities with an additional tap issue authority comprising an
allotment authority and dis-application authority in respect of a further 10
per cent. of its shares in issue at that time ("Additional Tap Issue
Authority"). The Company had noted that issuers such as the Company can
issue up to (but not including) 20 per cent. of the securities already
admitted to trading over 12 months by way of issues of shares without any
requirement to publish a prospectus.
The Board notes that the aggregate of issuance of new shares under the
Placing, and any future issuance without a prospectus over 12 months from
and including the date of the Placing, cannot exceed this limit of 20 per
cent. of the securities already admitted to trading. Therefore, to the
extent that the Company issues more than 10 per cent. of its existing shares
under the proposed Placing, and if the renewed AGM allotment and
dis-application authorities over issues of up to 10 per cent. of shares in
issue are approved by shareholders, then the Additional Tap Issue Authority
proposed at the EGM would, in such circumstances, become largely redundant
in respect of an issue of shares without a prospectus. Accordingly, the
Directors intend that in such circumstances at the EGM, they would not
propose to seek shareholder approval for the resolutions comprising the
Additional Tap Issue Authority. To the extent that the Company subsequently
wished to propose issuing shares in excess of 20 per cent. over the 12 month
period following and including the date of the Placing, not only would it be
required to issue a prospectus in respect of such issuance, it would also
seek further shareholder approval by that time for such issuance.
Further Details of the Placing
The Placing Price will be greater than the Ex-dividend NAV as at 30 April
2019 plus the estimated costs of the Placing and is therefore expected to be
accretive to the NAV attributable to existing shareholders.
Application will be made for the admission of the Placing Shares to the
premium segment of the Official List of the Financial Conduct Authority and
to trading on the London Stock Exchange's main market for listed securities.
Stifel Nicolaus Europe Limited ("Stifel") is acting as sole bookrunner to
the Company. Qualified Investors should communicate their firm interest to
their usual sales contact at Stifel. The decision to allot any Placing
Shares to any Qualified Investors shall be at the discretion of the Company
and Stifel. The Company reserves the right, after consultation with Stifel
and Starwood European Finance Partners Limited, to scale back applications
under the Placing at their absolute discretion in such amounts as they
consider appropriate.
By choosing to participate in the Placing and by making an oral and legally
binding offer to subscribe for Placing Shares, investors will be deemed to
have read and understood this Announcement and any subsequent announcement
related to the Placing (including the Appendix), in its entirety and to be
making such offer on the terms and subject to the conditions in this
Announcement, and to be providing the representations, warranties and
acknowledgements contained in the Appendix.
Expected Timetable
Expected time and date
Announcement of Placing 7 May 2019
Expected closing of the Placing 10 May 2019 at 1.00pm
Announcement of results of the Placing 13 May 2019
Admission of the Placing Shares to the 15 May 2019
Official List and
commencement of dealings on the London
Stock Exchange
For further information, please contact:
Apex Fund and Corporate Services (Guernsey) Limited - 01481 735879
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.
Appendix - Terms and Conditions of the Placing
INTRODUCTION
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, 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.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
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 (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE 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 (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. 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.
THIS APPENDIX, AND THE ANNOUNCEMENT OF WHICH IT FORMS PART, IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, 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
ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER OF OR SOLICITATION TO
PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF THE
PLACING SHARES IN THE COMPANY 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 PLACING SHARES.
Placees will be deemed to have read and understood this announcement and
these terms and conditions in its entirety and to be making such offer on
the terms and conditions and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person 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;
2. 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, (i) the Placing Shares acquired by it have not been acquired on
behalf of, nor have they been acquired with a view to their offer or resale
to, persons in any Member State of the EEA which has implemented the
Prospectus Directive other than Qualified Investors or in circumstances in
which the prior consent of Stifel has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of persons in
any Member State of the EEA 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; and/or
3. (i) (1) it is not a U.S. Person, (2) it is not located in the United
States, and (3) it is not acquiring the Placing Shares for the account or
benefit of a U.S. Person; or (ii) it is a dealer or other professional
fiduciary in the United States acting for a discretionary account (other
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than an estate or trust) held for the benefit or account of a non U.S. person. The Company and Stifel will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements. This announcement (including this Appendix) 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 (including this Appendix) 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 Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action. DEFINITIONS For the purposes of this Appendix: "Admission" means admission of the Placing Shares to be issued pursuant to the Placing to the Premium Segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities; "AIFMD" means Directive 2011/61/EU of the European Parliament and of the Council on Alternative Investment Fund Managers, as amended; "CREST" means the computerised settlement system operated by Euroclear UK and Ireland Limited which facilitates the transfer of title to shares in uncertificated form; "EEA" means the European Economic Area being the countries included as such in the Agreement on European Economic Area, dated 1 January 1994, among Iceland, Liechtenstein, Norway, the European Community and the Member States, as may be modified, supplemented or replaced; "Excluded Territory" means Canada, Japan, Australia, New Zealand, the Republic of South Africa and the U.S. and any jurisdiction where the extension or availability of the Placing (and any other transaction contemplated thereby) would breach any applicable laws or regulations, and "Excluded Territories" shall mean any of them; "FCA" means the UK Financial Conduct Authority; "Investment Adviser" means Starwood Capital Europe Advisers, LLP, a limited liability partnership incorporation in England and Wales (registered number OC371541) with registered address at 2nd Floor, One Eagle Place, St James's, London SW1Y 6AF; "Investment Manager" means Starwood European Finance Partners Limited, a private limited liability company incorporated in Guernsey (registered number 55819) with registered address at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL; "Libor" means the London Interbank Offered Rate, being the average rate of interest that leading banks in London charge when lending to other banks; "London Stock Exchange" means London Stock Exchange Plc; "Member State" means a sovereign state which is a member of the European Union; "Official List" means the official list of the FCA; "Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended; "Ordinary Shares" means the redeemable ordinary shares of no par value in the capital of the Company as described in the Company's articles of incorporation as adopted from time to time; "Placee" means a Relevant Person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given; "Placing" means the conditional placing by Stifel, as agent for the Company, of Placing Shares at the Placing Price; "Placing Agreement" means the Placing Agreement dated 7 May 2019 between the Company, the Investment Manager, the Investment Adviser and Stifel in connection with the Placing; "Placing Price" means 104.75 pence per Placing Share; "Placing Shares" means the Ordinary Shares to be issued for cash pursuant to the Placing at the Placing Price; "Prospectus Directive" means Directive 2003/71/EC as amended and includes any relevant implementing measure in each Relevant Member State; "Regulation S" means Regulation S promulgated under the Securities Act; "Regulatory Information Service" means a regulated information service approved by the FCA and on the list of Regulatory Information Services maintained by the FCA; "Relevant Member State" means each member state of the EEA that has implemented the Prospectus Directive; "Securities Act" means the U.S. Securities Act of 1933, as amended; "Starwood Parties" means together the Investment Manager and the Investment Adviser; "U.S." or "United States" means the United States of America, its states, territories and possessions, including the District of Columbia; "U.S. Investment Company Act" means the U.S. Investment Company Act of 1940, as amended; "U.S. Person" has the meaning given in Regulation S DETAILS OF THE PLACING Stifel has entered into the Placing Agreement with the Company, the Investment Manager and the Investment Adviser under which Stifel has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure, as agent for the Company, subscribers for the Placing Shares at the Placing Price. The Placing Agreement contains customary warranties given by the Company and the Starwood Parties to Stifel as to matters relating to the Company and its business and a customary indemnity given by the Company and the Starwood Parties to Stifel in respect of liabilities arising out of, or in connection with, the Placing. The Company (after consultation with Stifel and the Investment Manager) reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of applications in excess of the target amount under the Placing. The Company and Stifel also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offer in part rather than in whole. Stifel shall be entitled to effect the Placing by such method as they shall in their sole discretion determine. To the fullest extent permissible by law, neither Stifel nor any holding company of Stifel nor any subsidiary branch or affiliate of Stifel (each an affiliate) nor any person acting on behalf of any of the foregoing shall have any liability to the Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Stifel, nor any affiliate thereof nor any person acting on their behalf shall have any liability to Placees in respect of their conduct of the Placing. Each Placee's obligations will be owed to the Company and to Stifel. Following the confirmation referred to below in the paragraph entitled "Participation in, and principal terms of, the Placing", each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Stifel, to pay to Stifel (or as Stifel may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares which such Placee has agreed to acquire. Each Placee agrees to indemnify on demand and hold each of Stifel, the Company and the Starwood Parties and their respective affiliates harmless from any all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the acknowledgments, undertakings, representations, warranties and agreements set forth in these terms and conditions and any contract note. The Placing is also conditional upon the Placing Agreement becoming unconditional and the Placing Agreement not being terminated in accordance
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with its terms. Further details of conditions in relation to the Placing are set out below in the paragraph entitled "Conditions of the Placing". APPLICATION FOR ADMISSION TO TRADING Application will be made to the FCA and the London Stock Exchange for Admission. It is expected that settlement of any such Placing Shares and Admission will become effective on or around 8.00 a.m. on 15 May 2019 and that dealings in the Placing Shares will commence at that time. PAYMENT FOR SHARES Each Placee must pay the Placing Price for the Placing Shares issued to the Placee in the manner and by the time directed by Stifel. If any Placee fails to pay as so directed and/or by the time directed, the relevant Placee's application for Placing Shares shall at Stifel's discretion either be rejected or accepted in which case the paragraph below entitled "Registration and Settlement" shall apply to such application. PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING Stifel (whether through itself or any of its affiliates) is arranging the Placing as placing agent of the Company for the purpose of using reasonable endeavours to procure Placees at the Placing Price for the Placing Shares. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Stifel. Stifel and its affiliates may participate in the Placing as principal. By participating in 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, acknowledgements, agreements and undertakings contained in this Appendix. 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. The number of Placing Shares to be issued will be agreed between Stifel, the Company and the Investment Manager following completion of the bookbuilding process in respect of the Placing (the "Bookbuild"). The number of Placing Shares will be announced on a Regulatory Information Service following completion of the Bookbuild. Each Placee's allocation will be confirmed to Placees orally, or by email, by Stifel, and a trade confirmation or contract note will be dispatched as soon as possible thereafter. The oral or email confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Stifel and the Company, under which it agrees to acquire 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 articles of incorporation of the Company. Except as required by law or regulation, no press release or other announcement will be made by Stifel 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. Irrespective of the time at which a Placee's allocation pursuant to the Placing is 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 the paragraph entitled "Registration and Settlement". All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below and to the Placing not being terminated on the basis referred to below. By participating in the Placing, 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. To the fullest extent permissible by law, none of the Company, the Starwood Parties, Stifel or any of their respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise of these terms and conditions). In particular, none of the Company, the Starwood Parties, Stifel or any of their respective affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Stifel's conduct of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and Stifel shall have no liability to the Placees for the failure of the Company to fulfil those obligations. CONDITIONS OF THE PLACING The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. Stifel's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia: 1. the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and 2. Admission taking place not later than 8.00 a.m. on 15 May 2019. If (a) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by Stifel by the respective time or date where specified (or such later time or date as the Company, the Starwood Parties and Stifel may agree not being later than 8.00 a.m. on 15 May 2019 (the "Final Date")); or (b) the Placing Agreement is terminated as described below, the Placing in relation to the Placing Shares 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 in respect thereof. Subject to certain exceptions, Stifel may, at its absolute discretion and upon such terms as it thinks fit, waive, or extend the period (up to the Final Date) for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this announcement. Neither Stifel nor the Company nor any of the Starwood Parties 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 they 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 Stifel the Company and the Starwood Parties. RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT Stifel is entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia: 1. the Company or the Starwood Parties is in material breach of any of their respective obligations under the Placing Agreement; or 2. in the opinion of Stifel, acting reasonably and in good faith, there shall have occurred any material adverse change affecting the condition, financial, operational or legal, of the earning or business affairs or business prospects of the Company, whether or not arising in the ordinary course of business; or 3. there has been a material adverse change in any major financial markets in the United States, the United Kingdom or any member of the European Union, any outbreak of hostilities or escalation of hostilities or other calamity or crisis of any change or development involving a prospective change in national, international, political, financial or economic conditions or in the Euro/Sterling exchange rate; but in each case only insofar as would be likely to materially prejudice the success of the Placing. Following Admission, the Placing Agreement is not capable of termination to the extent that it relates to the Placing of the Placing Shares. The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Stifel of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Stifel, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise. Placees will have no rights against Stifel, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended). 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 the United Kingdom or elsewhere. No offering document or prospectus has been or will be submitted to be approved by 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 the Company is required to publish 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
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DJ SWEF: Proposed placing of new ordinary shares -5-
responsibility of the Company and confirms that it has not relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, any of the Starwood Parties or Stifel or any other person and neither Stifel nor the Company nor any of the Starwood Parties 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 CREST provided that, subject to certain exceptions, Stifel reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction. Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Stifel (as agent for the Company) 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 CREST or certificated settlement instructions that it has in place with Stifel. It is expected that settlement in respect of the Placing Shares will be on or around 15 May 2019 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 Stifel. Each Placee is deemed to agree that, if it does not comply with these obligations, Stifel may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Stifel's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. Any excess proceeds will pass to the relevant Placee at its risk. The relevant Placee will, however, remain liable and shall indemnify Stifel on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) 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 Stifel all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Stifel lawfully takes in pursuance of such sale. If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation or contract note 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 or securities transfer tax. Placees will not be entitled to receive any fee or commission in connection with the Placing. REPRESENTATIONS, WARRANTIES AND FURTHER TERMS By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company, the Starwood Parties and Stifel, namely that, each Placee (and any person acting on such Placee's behalf): 1. represents and warrants that it has read and understood this announcement, including this Appendix, in its entirety and that its subscription of Placing Shares is subject to, and based upon, all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this announcement (including this Appendix); 2. 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; 3. acknowledges that the Placing 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; 5. acknowledges that the content of this announcement (including this Appendix) is exclusively the responsibility of the Company, and that none of Stifel, its affiliates or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this announcement (including this Appendix) or any information previously or concurrently 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 Stifel, the Company or the Starwood Parties or any of their respective directors, officers or employees or any person acting on behalf of any of them (including with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of any publicly available information), or, if received, it has not relied upon any such information, representations, warranties or statements, and neither Stifel nor the Company nor the Starwood Parties 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. Each Placee further acknowledges and agrees that it may not place the same degree of reliance on this announcement as it may otherwise place on a prospectus or admission document. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company and the terms of the Placing in deciding to participate in the Placing and it will not rely on any investigation that Stifel, its affiliates or any other person acting on its or their behalf has or may have conducted; 6. represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing; 7. acknowledges that Stifel does not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that Stifel is not acting for it or its clients and that Stifel will not be responsible for providing protections to it or its clients; 8. acknowledges that none of Stifel, any of its affiliates or any person acting on behalf of it or them has or shall have any liability for any publicly available or filed information (including any Exchange Information) or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person; 9. that, save in the event of fraud on the part of Stifel (and to the extent permitted by the FCA), neither Stifel, its ultimate holding company nor any direct or indirect subsidiary undertakings of that holding company, nor any of their respective directors and employees shall be liable to Placees for any matter arising out of Stifel's role as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law, Placees will immediately waive any claim against any of such persons which it may have in respect thereof; 10. represents and warrants that a) (i) it is not in the United States; (ii)
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it is not a U.S. Person; and (iii) it is not acting for the account or
benefit of a U.S. Person or b) it is a dealer or other professional
fiduciary in the United States acting for a discretionary account (other
than an estate or trust) held for the benefit or account of a non U.S.
Person;
11. acknowledges that the Placing Shares are only being offered and sold
outside the United States in offshore transactions to persons who are not
U.S. Persons pursuant to Regulation S under the Securities Act, and the
Placing Shares 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 agrees not to
reoffer, resell, pledge, transfer or deliver any Placing Shares, 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;
12. unless otherwise specifically agreed in writing with Stifel, represents
and warrants that neither it nor the beneficial owner of such Placing Shares
will be a resident of Excluded Territories;
13. acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation of Excluded Territories and,
subject to certain exceptions, may not be offered, sold, taken up, renounced
or delivered or transferred, directly or indirectly, within those
jurisdictions;
14. represents and warrants that the issue to it, or the person specified by
it for registration as holder, of Placing Shares will not give rise to a
liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depositary receipts and clearance services) and that the Placing Shares are
not being acquired in connection with arrangements to issue depositary
receipts or to transfer Placing Shares into a clearance system;
15. represents and warrants that: (i) it has complied with and will continue
to comply with its obligations under the Market Abuse Regulation (EU) No.
596/2014, Criminal Justice Act 1993 and Part VIII of the Financial Services
and Markets Act 2000, as amended ("FSMA") and other applicable law; (ii) in
connection with money laundering and terrorist financing, it has complied
with its obligations under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), and other applicable law, the Terrorism Act
2006, the Money Laundering Regulations 2007 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer) 2017
Regulations; and (iii) it is not a person: (1) with whom transactions are
prohibited under the Foreign Corrupt Practices Act of 1977 or any economic
sanction programmes administered by, or regulations promulgated by, the
Office of Foreign Assets Control of the U.S. Department of the Treasury; (2)
named on the Consolidated List of Financial Sanctions Targets maintained by
HM Treasury of the United Kingdom; or (3) subject to financial sanctions
imposed pursuant to a regulation of the EU or a regulation adopted by the
United Nations (together, the "Regulations"); and, if making payment on
behalf of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as required by the
Regulations and has obtained all governmental and other consents (if any)
which may be required for the purpose of, or as a consequence of, such
purchase, and it will provide promptly to Stifel such evidence, if any, as
to the identity or location or legal status of any person which Stifel may
request from it in connection with the Placing (for the purpose of complying
with such Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by Stifel on the basis that any failure by it to do so may
result in the number of Placing Shares that are to be purchased by it or at
its direction pursuant to the Placing being reduced to such number, or to
nil, as Stifel may decide at its sole discretion;
16. if a financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, represents and warrants that the Placing Shares
purchased by it in the Placing will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their offer or
resale to, persons in a Member State of the EEA which has implemented the
Prospectus Directive other than Qualified Investors, or in circumstances in
which the prior consent of Stifel has been given to the offer or resale;
17. represents and warrants that it has not offered or sold and will not
offer or sell any Placing Shares to persons in the EEA prior to Admission
except to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in any
member state of the EEA within the meaning of the Prospectus Directive
(including any relevant implementing measure in any member state);
18. represents and warrants that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the
meaning of section 21 of the FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of the FSMA does not require approval
of the communication by an authorised person;
19. represents and warrants that it has complied and will comply with all
applicable provisions of the FSMA and the Financial Services Act 2012 with
respect to anything done by it in relation to the Placing Shares in, from or
otherwise involving, the United Kingdom;
21. if in the United Kingdom, represents and warrants that it is a person
who: (i) falls with Articles 49(2)(A) to (D) or 19(5) of the Order or it is
a person to whom the Placing Shares may otherwise be lawfully 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, it is a person to whom the Placing Shares may be lawfully offered
under that other jurisdiction's laws and regulations; and (ii) is a
"professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of the FCA's Conduct of Business Sourcebook;
22. represents and warrants that it and any person acting on its behalf is
entitled to acquire the Placing Shares under the laws of all relevant
jurisdictions and that it has all necessary capacity and has obtained all
necessary consents and authorities and taken any other necessary actions to
enable it to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case
of any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
announcement (including this Appendix)) and will honour such obligations;
23. where it is acquiring Placing Shares for one or more managed accounts,
represents and warrants that it is authorised in writing by each managed
account: (i) to acquire the Placing Shares for each managed account; (ii) to
make on its behalf the representations, warranties, acknowledgements,
undertakings and agreements in this Appendix and the Announcement of which
it forms part; and (iii) to receive on its behalf any investment letter
relating to the Placing in the form provided to it by Stifel;
24. undertakes that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with this
announcement (including this Appendix) on the due time and date set out
herein, failing which the relevant Placing Shares may be placed with other
subscribers or sold as Stifel may in its sole discretion determine and
without liability to such Placee and it will remain liable and will
indemnify Stifel on demand for any shortfall below the net proceeds of such
sale and the placing proceeds of such Placing Shares and may be required to
bear the liability for any stamp duty or stamp duty reserve tax or security
transfer tax (together with any interest or penalties due pursuant to or
referred to in these terms and conditions) which may arise upon the placing
or sale of such Placee's Placing Shares on its behalf;
25. acknowledges that none of Stifel, any of its affiliates, or any person
acting on behalf of any of them, is making any recommendations to it,
advising it regarding the suitability of any transactions it may enter into
in connection with the Placing and that participation in the Placing is on
the basis that it is not and will not be treated for these purposes as a
client of Stifel and that Stifel has no duties or responsibilities to it for
providing the protections afforded to their respective clients or customers
or for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of their rights
and obligations thereunder, including any rights to waive or vary any
conditions or exercise any termination right;
26. undertakes that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself; or (ii) its nominee, as the case
may be. Neither Stifel nor the Company nor any of the Starwood Parties will
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