10th Aug 2016 07:00
Starwood European Real Estate Finance Ltd (SWEF)SWEF: Placing to Raise Gross Proceeds of £73 million 10-Aug-2016 / 07:00 GMT/BSTDissemination of a Regulatory Announcement that contains inside information,transmitted by EQS Group AG.The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLYOR INDIRECTLY, TO U.S. PERSONS OR IN, INTO OR FROM THE UNITED STATES,AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY JURISDICTIONWHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS ORREGULATIONS OF SUCH JURISDICTION This announcement does not constitute an offer to sell, or the solicitationof an offer to subscribe for or to buy, shares in any jurisdiction. This announcement is neither an advertisement, a prospectus nor a financialpromotion. Any investment in the shares referred to in this announcementmay be made only on the basis of information contained in the prospectuspublished on 7 September 2015 by Starwood European Real Estate FinanceLimited (the 'Company') and the supplementary prospectus published on 22March 2016 by the Company (together the 'Prospectus'). THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION 10 August 2016 Starwood European Real Estate Finance Limited: Placing to raise grossproceeds of £73 million (the 'Placing') and acquisition of a New Loan Highlights - The Company today announces it is issuing 70,839,398 New Ordinary Shares pursuant to the Placing Programme, to raise £73 million before expenses. - The Issue Price is 103.05 pence per Ordinary Share, representing a premium of approximately 2.75% to the Net Asset Value per Ordinary Share as at 31 July 2016 of 100.30 pence (ex-dividend) which was announced on 4 August 2016. - Commitments significantly in excess of the 70,839,398 New Ordinary Shares to be issued under the Placing have already been received from institutional investors, but the Placing will remain open for further applications for subscription for New Ordinary Shares at the Issue Price until 1.00 p.m. (London) on the date of this Announcement. - The net proceeds of the Placing have been committed to be used to finance the acquisition by the Company of a £75 million real estate mezzanine loan ('the New Loan') secured over a UK regional portfolio of budget hotels (the 'New Loan Portfolio'). Further details of the New Loan are provided below. - Following the Placing and the acquisition of the New Loan, and adjusting for the dividend payment to be made on 25 August 2016, the Company will retain a cash balance of approximately £26 million.1 Commenting on the Placing and the acquisition of the New Loan, StephenSmith, Chairman, said, 'The Company is raising £73 million to make anattractive loan investment. It is pleasing to see the Company grow and beable to take advantage of opportunities for investment as they arise. Theseare exciting times for alternative lenders in real estate, and it is to theCompany's benefit that the Placing and recent repayments in the portfoliowill on completion of the Placing leave the Company with a cash balance ofapproximately £26 million available for future lending and existingcommitments.' Summary of the New Loan & Portfolio Analysis The New Loan is the mezzanine component of a package of loan facilitiesrecently provided by internationally recognised banks to fund theacquisition of the New Loan Portfolio. The New Loan Portfolio is ahomogeneous portfolio of UK regional limited-service hotels that isgeographically diversified, benefits from strong branding and management byan international operator and is now owned by an experienced hotelinvestor. The New Loan is a £75 million five year floating rate loan, andthe Company expects to earn an attractive risk-adjusted return in line withits stated investment strategy. The Company's portfolio analysis following the acquisition of the Loan willbe as follows: Country % of invested assetsUK - Regional England 51.5%UK - Central London 14.7%Netherlands 9.2%Ireland 8.5%Denmark 8.5%Channel Islands 7.6% Sector % of invested assetsHospitality 35.4%Light Industrial 24.8%Residential for sale 11.4%Retail 8.2%Healthcare 7.1%Residential for rent 4.5%Office 4.4%Logistics 3.9%Other 0.2% Loan type % of invested assetsWhole loans 47.4%Mezzanine 52.6% Loan currency % of invested assetsSterling 73.8%Euro 17.7%Danish Krona 8.5% Maturity profile % of invested assets0 to 1 years 1.7%1 to 2 years 13.6%2 to 3 years 29.2%3 to 5 years 48.6%5 to 10 years 7.0% Weighted average portfolio LTV2To Group first £ 26.9%To Group last £ 66.4% The Company's cash position following the Placing, the acquisition of theNew Loan and adjusting for the dividend payment to be made on 25 August2016 is expected to be £26 million, putting it in a good position to reactto other situations that may arise over the second half of this year. Theimpact of the New Loan, make-whole fees on prepaid loans recently receivedby the Company and retained reserves act as additional buffers and shouldhelp maintain the current stated 6.5 pence per Ordinary Share annualiseddividend target. Further details of the Placing Commitments significantly in excess of the 70,839,398 New Ordinary Sharesto be issued under the Placing have been received from institutionalinvestors, subject only to scaling back and to Admission of the NewOrdinary Shares, but the Placing will remain open for further applicationsfor subscription for New Ordinary Shares at the Issue Price until 1.00 p.m.(London) on the date of this Announcement. To further participate in the Placing, investors should communicate theirinterest by telephone to their usual contact at Fidante Capital. Both the commitments already received and any applications for New OrdinaryShares received after the time of this Announcement will be subject toscaling back at the discretion of Fidante Capital and the Company so as toensure that no more than 70,839,398 New Ordinary Shares will be issuedunder the Placing. All investors will be notified of their finalallocations for New Ordinary Shares by not later than 4.00 p.m. (London) onthe date of this Announcement. The Placing is being made on a non-pre-emptive basis and is being effectedunder the existing share issuance authorities granted to the Company andpursuant to the Placing Programme described in the Prospectus. The New Ordinary Shares will rank pari passu with the Ordinary Sharesalready in issue save in respect of the quarterly dividend payable on 25August 2015, for which the record date has already passed. Application will be made to the Financial Conduct Authority ('FCA') and theLondon Stock Exchange for all of the Ordinary Shares to be issued in thePlacing to be admitted to the premium segment of the Official List and totrading on the Main Market for Listed Securities. It is expected that the New Ordinary Shares will be issued, and Admissionwill become effective, at 8.00 a.m. on 12 August 2016 (or such later dateas Fidante Capital and the Company may agree). The terms and conditions of the Placing Programme (which are applicable tothe Placing and as supplemented by this Announcement) are set out in theProspectus, a copy of which is available at http://www.starwoodeuropeanfinance.com/index.php/team-2/corporate. The Placing isconditional on the Placing Agreement not being terminated in accordancewith its terms. The New Ordinary Shares represent an increase of 23.3 per cent. in thetotal issued Ordinary Share capital. Following the completion of thePlacing there will be 375,019,398 Ordinary Shares in issue. Each OrdinaryShare carries the right to one vote and, therefore, the total number ofvoting rights in the Company on Admission will be 375,019,398. This figure may be used byShareholders and other investors as the denominator for the calculations bywhich they will determine if they are required to notify their interest in,or a change to their interest in, the Company under the FCA's DisclosureGuidance and Transparency Rules. Expected timetable The timetable for the Placing is as follows: Placing closes 1.00 p.m. on Wednesday, 10 August 2016Results of the Placing announced Close of business on Wednesday, 10 August 2016Settlement date and dealings in New 8.00 a.m. on Friday, 12 August 2016Ordinary Shares commence Note: the dates and times set out above and elsewhere in this announcementare subject to change and may be extended or brought forward by theCompany. Any such change will be made public by the Company making anannouncement via an RIS. General The Company is satisfied that (a) all inside information which the Companyand the Directors may have in the period leading up to the announcement ofthe interim accounts for the 6 months ended 30 June 2016 which will bereleased on or about 23 August 2016, has been notified to a RegulatoryInformation Service, and (b) all other inside information has been notifiedto a Regulatory Information Service (including by means of thisAnnouncement). 1 Calculated at 31 July 2016 on a pro forma basis as if the Placing, theacquisition of the New Loan and the payment of the dividend that is payableon 25 August 2016 had completed as at that date. 2 LTV to Group last £ means the percentage which the total loan commitmentless any amortisation received to date (when aggregated with any otherindebtedness ranking alongside and/or senior to it) bears to the marketvalue determined by the last formal lender valuation received by the dateof publication of this statistic. LTV to Group first £ means the startingpoint of the loan to value range of the loan commitments (when aggregatedwith any other indebtedness ranking senior to it). For the loans relatingto Centre Point and the mixed use development, south east UK, thecalculation includes the total facility available and is calculated againstthe market value on completion of the project. For further information, please contact: Peter Denton - Starwood Capital - 020 7016 3664 Robert Peel - Fidante Capital - 020 7832 0900 The person responsible for arranging for the release of this announcementon behalf of the Company is Nick Robilliard of Ipes (Guernsey) Limited,company secretary. Terms not defined in this Announcement shall have the same meaning set outin the Prospectus. Notes: Starwood European Real Estate Finance Limited is an investment companylisted on the main market of the London Stock Exchange with an investmentobjective to provide Shareholders with regular dividends and an attractivetotal return while limiting downside risk, through the origination,execution, acquisition and servicing of a diversified portfolio of realestate debt investments in the UK and the wider European Union's internalmarket. www.starwoodeuropeanfinance.com. The Group is the largest London-listed vehicle to provide investors withpure play exposure to real estate lending. The Group's assets are managed by Starwood European Finance PartnersLimited, an indirect wholly-owned subsidiary of the Starwood Capital Group. This announcement is not for distribution, directly or indirectly, in orinto the United States of America (including its territories andpossessions, any state of the United States of America and the District ofColumbia) (the 'United States'), Australia, Canada, Japan, New Zealand orSouth Africa. This announcement does not constitute, or form part of, anoffer to sell, or a solicitation of an offer to purchase, any securities inthe United States, Australia, Canada, Japan, New Zealand or South Africa.The securities of the Company have not been and will not be registeredunder the U.S. Securities Act of 1933, as amended (the 'Securities Act') orthe US Investment Company Act of 1940, as amended and may not be offered orsold directly or indirectly in or into the United States or to or for theaccount or benefit of any US Person (within the meaning of Regulation Sunder the Securities Act). The securities referred to herein have not beenregistered under the applicable securities laws of Australia, Canada,Japan, New Zealand or South Africa and, subject to certain exceptions, maynot be offered or sold within Australia, Canada, Japan, New Zealand orSouth Africa or to any national, resident or citizen of Australia, Canada,Japan, New Zealand or South Africa. This announcement contains (or may contain) certain 'forward-lookingstatements' with respect to certain of the Company's plans and its currentgoals or expectations relating to its future financial condition andperformance and which involve a number of risks and uncertainties. Examplesof such forward-looking statements include, among others, statementsregarding the Company's strategy, future plans, present or future events,or objectives for future operations that involve risks and uncertaintiesand are not historic fact. Such statements are based on currentexpectations and, by their nature, are subject to a number of risks anduncertainties that could cause actual results and performance to differmaterially from any expected future results or performance, expressed orimplied, by the forward-looking statement. No assurance can be given thatsuch forward-looking statements results will be achieved. Factors thatmight cause forward-looking statements to differ materially from actualresults include, among other things, the following: global economicconditions, economic conditions in the UK and other jurisdictions in whichthe Company operates or invests, the effects of continued volatility incredit markets, exchange rate fluctuations and legislative, fiscal andregulatory developments. The forward- looking statements contained in thisAnnouncement speak only as of the date of this Announcement and the Companyassumes no obligation to, and does not intend to update or revise publiclyany of them whether as a result of new information, future events orotherwise, except to the extent required by the Financial ConductAuthority, the London Stock Exchange or by applicable law, the ProspectusRules, the Listing Rules and the Disclosure Guidance and TransparencyRules. This announcement has been issued by and is the sole responsibility of theCompany. No representation or warranty, express or implied, is or will bemade as to, or in relation to, and no responsibility or liability is orwill be accepted by Fidante Capital or by any of its affiliates or agentsas to or in relation to the accuracy or completeness of this announcementor any other written or oral information made available to or publiclyavailable to any interested party or its advisers and any liabilitytherefore is expressly disclaimed. Fidante Partners Europe Limited (trading as 'Fidante Capital') which isauthorised and regulated in the United Kingdom by the FCA, is acting assole Sponsor and Bookrunner to the Company in connection with the mattersdescribed herein. Fidante Capital is acting for the Company in relation tothe matters described herein and no one else and will not be responsible toanyone other than the Company for providing the protections afforded to itsclients, nor for providing advice in relation to the Placing Programme, thecontents of this announcement, the Prospectus or any transaction orarrangement referred to herein. --------------------------------------------------------------------------- Language: English ISIN: GG00B79WC100 Category Code: MSCM TIDM: SWEF Sequence Number: 3303 Time of Receipt: 09-Aug-2016 / 17:44 GMT/BST End of Announcement EQS News Service --------------------------------------------------------------------------- 490951 10-Aug-2016UK-Regulatory-announcement transmitted by DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.
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