Starwood Euro Real - Place of up to £15million of New Ord Shares - Part 1

Starwood European Real Estate Finance

25/07/2015 09:25

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RNS Number : 4175T
Starwood European Real Estate Finan
20 July 2015 
 
Starwood European Real Estate Finance Limited (the "Company" or "SEREF") 
 
Placing of up to £15 million of New Ordinary Shares to fund new lending 
 
The Board of SEREF today announces a proposal to raise up to £15 million
before costs through a placing (the "Placing") of ordinary shares in the
capital of the Company (the "PlacingShares") by way of tap issuance. 
 
Highlights 
 
·     Placing to raise up to £15 million before costs; 
 
·     Advanced pipeline transaction to be funded with the proceeds of the
Placing and the Company's revolving credit facility; 
 
·     In the short term the Company continues to target annualised dividend
payments of 7.0 pence per Ordinary Share. The market continues to provide
considerable lending opportunities but there is also increased lender
competition. From 2016 the Company believes it is prudent to set its dividend
target 0.5 pence lower at 6.5 pence per Ordinary Share. 
 
Placing 
 
Under the terms of the Placing, the Company intends to place up to £15 million
of new Ordinary Shares, pursuant to the authority granted at the Extraordinary
General Meeting that took place on 9 March 2015. 
 
The Placing will be non-pre-emptive and will be launched immediately. The
number and issue price of the Placing Shares will be determined at the close
of the bookbuild for the Placing, expected at 3 p.m. on 21 July 2015 and
announced shortly thereafter. The bookbuild may be closed earlier or later at
the discretion of Dexion Capital plc ("Dexion"). Placing Shares will be issued
at a premium to the Company's estimated unaudited net asset value. The costs
of the Placing will be covered by the issue premium. 
 
Ordinary Shares issued under the Placing will qualify for the dividend payment
in respect of the period from 1 April to 30 June 2015, the amount of which is
to be declared in due course. Revenue received during this period is reflected
in the estimated net asset value per Ordinary Share set out below. 
 
Dexion has been appointed as sole bookrunner in respect of the Placing and is
the Company's sole corporate broker. 
 
The terms and conditions of the Placing are set out in the appendix to this
announcement. 
 
Estimated Net Asset Value 
 
As at the close of business on 30 June 2015, the estimated unaudited net asset
value of the Ordinary Shares was 99.94 pence. For the avoidance of doubt, this
figure includes revenue items to 30 June 2015, in accordance with the
Company's normal practice. 
 
Use of proceeds, pipeline and further issues of equity 
 
The proceeds of the Placing, alongside monies drawn under the Company's
revolving credit facility, will be used to fund a loan currently in execution
and other transactions which the Investment Adviser believes have a high
probability of execution in the short term. 
 
The Company seeks to raise equity capital for immediate or imminent
deployment, in order to minimise cash drag. 
 
The Placing is being implemented under the authority granted by shareholders
on 9 March 2015 to issue, on a non pre-emptive basis, up to 200 million shares
as Ordinary Shares and/or C Shares. The Company's pipeline of investments
under review is strong and the Board is also considering publishing a
prospectus in order to implement a 12 month placing programme that would allow
the Company to raise additional capital through the issue of further Ordinary
Shares and/or C Shares as needed for making further investments. 
 
Dividends 
 
On 27 April 2015 the directors declared a dividend of 1.75 pence per Ordinary
Share (annualised 7.0 pence per Ordinary Share) in relation to the first
quarter of 2015. The Company is encouraged to note that market activity is
growing, but is alert to the increased competition amongst lenders that
improving conditions has stimulated. In the medium term the increased
competition amongst lenders will lead to a choice of assuming greater risk or
accepting slightly lower returns; the Company would always weight more to
lower return than higher risk, with a resulting impact on dividends. In the
short term, and on the basis of the current portfolio, the Company continues
to target a dividend at an annualised rate of 7.0 pence per Ordinary Share.
Whilst it is difficult to predict the timing of any changes in the returns
from new investments, the Company considers that the previous targeted
dividend rate may not be sustainable in the longer term without increasing the
risk profile of the portfolio and, accordingly, the Company believes the 2016
onwards dividend target should be set 0.5 pence lower at 6.5 pence per
Ordinary Share. 
 
The above target dividend payments should not be taken as a forecast of the
Company's future performance, profits or results. The target dividend payments
are targets only and there is no guarantee whatsoever that they can or will be
achieved and they should not be seen as an indication of the Company's actual
return. Target dividend payments are dependent on a number of factors,
including in particular: interest rate movements, the pace of unscheduled
amortisation or prepayment, the pace of drawdowns by borrowers of unfunded
commitments, and the pace of reinvestment of cash receipts and the level of
return on such reinvestment together with general economic and market
conditions and exchange rate movements. Accordingly, investors should not
place any reliance on the target dividend payments in deciding whether to
subscribe for Placing Shares or invest in the Ordinary Shares. Cash receipts
may be applied to the payment of dividends before they are fully recognised in
the Company's income statement. 
 
Compliance with Model Code 
 
In accordance with Listing Rule 15.5.1(4), the Company confirms that it is
satisfied that all inside information in its possession leading up to the
announcement of the half yearly financial results for the six months ended 30
June 2015, has been notified to a Regulated Information Service. 
 
For further information, please contact: 
 
Peter Denton - Starwood Capital - 020 7016 3664 
 
Robert Peel - Dexion Capital - 020 7832 0900 
 
This announcement (the "Announcement"), including the Appendix, contains (or
may contain) certain "forward-looking statements" with respect to certain of
the Company's plans and its current goals or expectations relating to its
future financial condition and performance and which involve a number of risks
and uncertainties. Examples of such forward-looking statements include, among
others, statements regarding the Company's strategy, future plans, present or
future events, or objectives for future operations that involve risks and
uncertainties and are not historic fact. Such statements are based on current
expectations and, by their nature, are subject to a number of risks and
uncertainties that could cause actual results and performance to differ
materially from any expected future results or performance, expressed or
implied, by the forward-looking statement. No assurance can be given that such
forward-looking statements results will be achieved. Factors that might cause
forward-looking statements to differ materially from actual results include,
among other things,  the following:  global economic conditions, economic
conditions in the UK and other jurisdictions in which the Company operates or
invests, the effects of continued volatility in credit markets, exchange rate
fluctuations and legislative, fiscal and regulatory developments. The forward-
looking statements contained in this Announcement speak only as of the date of
this Announcement and the Company assumes no obligation to, and does not
intend to update or revise publicly any of them whether as a result of new
information, future events or otherwise, except to the extent required by the
Financial Conduct Authority, the London Stock Exchange or by applicable law,
the Prospectus Rules, the Listing Rules and the Disclosure and Transparency
Rules. 
 
The net asset value set out above under "Estimated Net Asset Value" is an
estimated unaudited value and may differ from the actual unaudited net asset
value. 
 
Save as set out below in the Appendix, neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this Announcement (including the
Appendix). 
 
Dexion, which is authorised and regulated by the FCA, is acting for the
Company and for no-one else in connection with the Placing 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 Placing. 
 
APPENDIX: FURTHER DETAILS OF THE PLACING 
 
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN
OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN OR SOUTH AFRICA OR IN ANY MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA SAVE FOR THE UNITED KINGDOM. 
 
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY. 
 
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS OF THE
PLACING SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT,  IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS (WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS
DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE
IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") AND WHO ARE PERSONS (I) WHO
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) FALLING WITHIN ARTICLE 49(2)(A)
TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE
ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(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. PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. 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. NEITHER THIS APPENDIX NOR
THE ANNOUNCEMENT OF WHICH IT FORMS PART CONSTITUTES AN OFFER OR AN INVITATION
TO ACQUIRE OR DISPOSE OF ANY SECURITIES IN THE COMPANY. 
 
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES. 
 
Persons (including individuals, funds or otherwise) who are invited to and who
choose to participate in the Placing, by making an oral or written offer to
subscribe for Placing Shares (the "Placees"), will be deemed to have read and
understood this Announcement, including this Appendix, in its entirety and to
be making such offer on the terms and conditions, and to be providing the
representations, warranties, indemnities, acknowledgements, agreements and
undertakings contained in this Appendix. In particular each such Placee
represents, warrants and acknowledges that: 
 
(a)        it is a Relevant Person (as defined above) 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; 
 
(b)        in the case of a Relevant Person in a Member State of the European
Economic Area which has implemented the Prospectus Directive (a "Relevant
Member State"), (i) it is a Qualified Investor, and (ii) 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: (a) the Placing Shares
subscribed for and/or acquired by it in the Placing have not been subscribed
for and/or acquired on behalf of, nor have they been acquired with a view to
their offer or resale to, persons in any Relevant Member State other than
Qualified Investors or in circumstances in which the prior consent of Dexion
and the Company has been given to the offer or resale; or (b) where Placing
Shares have been acquired by it on behalf of persons in any Relevant Member
State 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; 
 
(c)         in the case of a Relevant Person in a Member State of the European
Economic Area which has implemented the Alternative Investment Fund Managers
Directive (which means Directive 2011/61/EU) (the "AIFMD"), it is a person to
whom Placing Shares may lawfully be marketed under AIFMD or under the
applicable implementing legislation (if any) of such Member State; and 
 
(d)        it is (i) outside the United States, is not a U.S Person (within
the meaning Regulation S ("Regulation S") under the U.S. Securities Act of
1933, as amended (the "Securities Act")), is subscribing for Placing Shares in
an "offshore transaction" (within the meaning of Regulation S) and is
purchasing the Placing Shares for its own account or is purchasing the Placing
Shares for an account with respect to which it exercises sole investment
discretion and that it (and any such account) is outside the United States and
is not a U.S. Person or it is a dealer or other professional fiduciary in the
United States acting on a discretionary basis for non-U.S. beneficial owners
(other than an estate or trust), in reliance upon Regulation S. 
 
The Company and Dexion will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements.  The terms and
conditions relating to the eligibility requirements for Placees to subscribe
under the Placing may, notwithstanding any other provision of these terms and
conditions but at all times subject to applicable law and regulation, be
varied by agreement of the Company and Dexion. 
 
This Announcement (including this Appendix) is for information purposes and
does not constitute an offer or invitation to underwrite, subscribe for or
otherwise acquire or dispose of any securities or investment advice in any
jurisdiction, including without limitation, the United States, Australia,
Canada, Japan or South Africa (save as provided herein) or in any jurisdiction
in which such offer or invitation is unlawful (the "Restricted Jurisdictions")
and the information contained herein is not for publication or distribution,
directly or indirectly, to persons in any Restricted Jurisdiction.  No public
offer of securities of the Company is being made in the United Kingdom, 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 with any
securities regulatory authority of any State or other jurisdiction of the
United States. The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any State securities commission or
other regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement. Any representation to the contrary is a
criminal offence in the United States. The Company has not been and will not
be registered under the U.S. Investment Company Act of 1940 (the "Investment
Company Act") and investors will not be entitled to the benefits of the
Investment Company Act. Persons receiving this Announcement (including this
Appendix) (including custodians, nominees and trustees) must not forward,
distribute, mail or otherwise transmit it in or into the United States or to
U.S. Persons or use the United States mails, directly or indirectly, in
connection with the Placing. 
 
The Placing Shares may not be offered, sold or transferred within the United
States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. The Placing Shares
are being offered and sold outside the United States to non-U.S. Persons in
reliance on Regulation S under the Securities Act. 
 
The relevant clearances have not been, and 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, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or territory of
Canada, Australia, Japan or South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is available) be
offered, sold, resold or delivered, directly or indirectly, in or into Canada,
Australia, Japan or South Africa or any other jurisdiction outside the United
Kingdom. 
 
Under the AIFMD, the Company is required to make available to purchasers of
Placing Shares certain information before such purchasers receive Placing
Shares (the "Article 23 Disclosures"). The Article 23 Disclosures are
available at www.starwoodeuropeanfinance.com under the heading "Documents".
The Company is also required to make available to such purchasers its latest
Annual Report before such purchasers receive Placing Shares, which was
published on 27 March 2015. The Company's last prospectus, latest Company
Factsheet and Annual Report are available on the Company's website at
www.starwoodeuropeanfinance.com. 
 
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. 
 
The distribution of this Announcement, including the Appendix, and the Placing
and/or issue of the Placing Shares in certain jurisdictions may be restricted
by law. No action has been taken by the Company, Dexion, or any of their
respective Affiliates (as defined below), that would permit an offer of the
Placing Shares or possession or distribution of this Announcement, including
this Appendix, or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement, including this Appendix,
comes are required by the Company and Dexion to inform themselves about and to
observe any such restrictions. 
 
The Company is a Registered Closed-ended investment scheme registered pursuant
to the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended
and the Registered Collective Investment Scheme Rules 2008 issued by the
Guernsey Financial Services Commission (the "Commission").  The Commission
takes no responsibility for the financial soundness of the Company or for the
correctness of any of the statements made or opinions expressed with regard to
it. 
 
In this Appendix, unless the context otherwise requires, Placee means a
Relevant Person (including individuals, funds or others) on whose behalf a
commitment to subscribe for Placing Shares has been given and accepted. 
 
Dexion and the Company have entered into an agreement in relation to the
Placing (the "Agreement"). 
 
The Placing Shares will, when issued, be subject to the Company's Memorandum
and Articles of Incorporation and be credited as fully paid and will rank pari
passu in all respects with the existing issued ordinary shares in the capital
of the Company ("Ordinary Shares"), including the right to receive all
dividends and other distributions declared, made or paid on or in respect of
such Ordinary Shares after the date of issue of the Placing Shares. 
 
The Placing Shares will be issued free of any encumbrance, lien or other
security interest. 
 
Application for listing and admission to trading 
 
Application will be made to the Financial Conduct Authority (the "FCA") for
admission of the Placing Shares to the premium segment of the Official List of
the UK Listing Authority (the "Official List") and to London Stock Exchange
plc for admission to trading of the Placing Shares on its main market for
listed securities (together, "Admission"). It is expected that Admission will
become effective on or around 23 July 2015 and that dealings in the Placing
Shares on the London Stock Exchange's main market for listed securities will
commence at that time. 
 
Bookbuild 
 
Dexion will today commence the bookbuilding process in respect to the Placing
(the "Bookbuild") to determine demand for participation in the Placing by
Placees. 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. 
 
Dexion and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their sole discretion,
determine. 
 
Participation in, and principal terms of, the Placing 
 
(a)  Dexion is arranging the Placing as sole bookrunner and agent of the
Company. 
 
(b)        Participation in the Placing will only be available to persons who
may lawfully be, and are, invited to participate by Dexion. Dexion, including
any holding company of it, any subsidiary, branch or affiliate of Dexion (each
an "Affiliate"), are entitled to enter bids in the Bookbuild as principal. 
 
(c)         By participating in the Bookbuild process and 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, indemnities, acknowledgments, agreements and
undertakings contained in this Appendix. 
 
(d)        The Placing Shares are not being offered at a fixed price. The
number of Placing Shares to be issued and the price per Placing Share (the
"Placing Price") will be agreed between Dexion and the Company following
completion of the Bookbuild. The number of Placing Shares and the Placing
Price will be announced on a Regulatory Information Service following
completion of the Bookbuild. 
 
(e)        To bid in the Bookbuild, Placees should communicate their bid by
telephone to their usual sales contact at Dexion. Each bid should state the
number of Placing Shares which the prospective Placee wishes to subscribe for
and the price or price range that the prospective Placee is offering to pay.
Bids may be scaled down by Dexion on the basis referred to in paragraph (i)
below. No more than £15 million (at the Placing Price) of Placing Shares will
be issued in aggregate. 
 
(f)         The Bookbuild is expected to close no later than 3 p.m. (London
time) on 21 July 2015 but may be closed earlier or later at the discretion of
Dexion. Dexion may, in agreement with the Company, accept bids that are
received after the Bookbuild has closed. 
 
(g)        A bid in the Bookbuild will be made on the terms and subject to the
conditions in this Announcement (including this Appendix) and will be legally
binding on the Placee on behalf of which it is made and, except with Dexion's
consent, will not be capable of variation or revocation after the time at
which it is submitted. 
 
(h)        Each Placee's allocation and the Placing Price will be confirmed to
Placees orally by Dexion following the close of the Bookbuild, and a trade
confirmation will be dispatched as soon as possible thereafter by Dexion and
the terms of this Appendix will be deemed incorporated by reference therein.
Dexion's oral confirmation to a Placee will constitute an irrevocable legally
binding commitment upon that person (who will at that point become a Placee)
in favour of Dexion and the Company, under which it agrees to subscribe for
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 Company's
Memorandum and Articles of Incorporation. Each Placee will also have an
immediate, separate, irrevocable and binding obligation, owed to Dexion, to
pay it (or as it may direct) in cleared funds an amount equal to the product
of the Placing Price and the number of Placing Shares such Placee has agreed
to subscribe and that the Company has agreed to allot and issue to that
Placee. 
 
(i)         Subject to paragraphs (d) and (e) above, Dexion may choose to
accept bids, either in whole or in part, on the basis of allocations
determined in agreement with the Company and may scale down any bids for this
purpose on such basis as Dexion may determine. Dexion may also,
notwithstanding paragraphs (d) and (e) above, subject to the prior consent of
the Company: (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time, and (ii) allocate
Placing Shares after the Bookbuild has closed to any person submitting a bid
after that time.  The Company reserves the right to reduce the amount to be
raised pursuant to the Placing, subject to the maximum size of the Placing
being £15 million (at the Placing Price) of Placing Shares. 
 
(j)         Except as required by law or regulation, no press release or other
announcement will be made by Dexion 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. 
 
(k)        Irrespective of the time at which a Placee's allocation(s) pursuant
to the Placing is/are 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 "Registration and Settlement". 
 
(l)         All obligations under the Bookbuild and Placing will be subject to
fulfilment or (where applicable) waiver of certain customary conditions set
out in the Placing Agreement. 
 
(m)       By participating in the Bookbuild, 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. 
 
(n)        Subject to the terms of the Agreement, Dexion shall be entitled to
effect the Bookbuild and the Placing by such method as it shall in its sole
discretion determine. To the fullest extent permissible by law, neither
Dexion, nor any Affiliate, nor any person acting on behalf of any of the
foregoing shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, neither Dexion, nor
any of its Affiliates nor any person acting on their behalf shall have any
liability to Placees in respect of their conduct of the Bookbuild or of such
alternative method of effecting the Placing as Dexion and the Company may
agree. 
 
All obligations of Dexion under the Placing will be subject to fulfilment of
the conditions referred to below under "Conditions of the Placing". 
 
Conditions of the Placing 
 
The Placing is conditional upon the Agreement becoming unconditional and not
having been terminated in accordance with its terms. Dexion's obligations
under the Agreement are conditional on, inter alia: 
 
(a)        the execution and delivery of the term sheet setting out the number
of Placing Shares and the Placing Price, to be executed by Dexion and the
Company at the end of the Bookbuild; 
 
(b)        the representations and warranties contained in the Agreement being
true and accurate in all material respects and not misleading on and as of the
date of the Agreement and at all times before Admission; 
 
(c)         in the opinion of Dexion (acting reasonably and in good faith),
the Company having complied with and performed its obligations under the
Agreement, which in the opinion of Dexion (acting reasonably and in good
faith) are material in the context of the Placing, to the extent that the same
fall to be performed before Admission; 
 
(d)        there not having occurred before Admission any development or event
(or any development or event involving a prospective change of which the
Company, Starwood European Finance Partners Limited, (the "Investment
Manager") or Starwood Capital Europe Advisers, LLP (the "Investment Adviser")
(as the case may be) is aware) which will or is likely to have a material
adverse effect on the condition (financial, operational, legal or otherwise),
prospects, solvency, liquidity, management, results of operations, financial
position, business or general affairs of the Company or its group as a whole,
or of the Investment Manager, and/or the Investment Adviser whether or not
arising in the ordinary course of business (whether or not foreseeable at the
date of the Agreement) (a "Material Adverse Change"); 
 
(e)        the Company allotting and issuing, subject only to Admission, the
Placing Shares in accordance with the Agreement; and 
 
(f)         Admission occurring not later than 8.00 a.m. (London time) on 23
July 2015 or such later date as the Company and Dexion may otherwise agree but
not being later than close of business on 25 July 2015, (all conditions to the
obligations of Dexion included in the Agreement being together the
"conditions"). 
 
If (i) any of the conditions contained in the Agreement, including those
described above, are not fulfilled or (where applicable) waived by Dexion by
the respective time or date where specified (or such later time or date as the
Company and Dexion may agree), (ii) any such conditions become incapable of
being fulfilled or (iii) the Agreement is terminated in the circumstances
specified below, the Placing 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 (or any person on whose behalf the Placee is acting) in respect
thereof. 
 
Dexion may, at its discretion and upon such terms as it thinks fit, waive
compliance by the Company with the whole or any part of any of its respective
obligations in relation to the conditions in the Agreement (save that the
above conditions relating to the term sheet being executed and delivered and
to Admission taking place and the Company's allotment of the Placing Shares
may not be waived) or extend in writing the time required for the fulfilment
of any such conditions in respect of all or any part of the performance
thereof. Any such extension or waiver will not affect Placees' commitments as
set out in this Announcement (including this Appendix). 
 
Neither Dexion nor the Company 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 it 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
Dexion. 
 
By participating in the Placing, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Right to terminate under the Agreement" below, and will not be capable
of rescission or termination by the Placee. 
 
Right to terminate the Placing under the Agreement 
 
Dexion is entitled, at any time before Admission, to terminate the Agreement
in accordance with the terms of the Agreement in certain circumstances,
including if: 
 
(a)  in the opinion of Dexion (acting reasonably and in good faith), any of
the representations and warranties contained in the Agreement are not true and
accurate in all material respects or have become misleading (or would not be
true and accurate in all material respects or would be misleading if they were
repeated at any time before Admission) by reference to the facts subsisting at
the time when the notice to terminate the Agreement is given; or 
 
(b)  in the opinion of Dexion (acting reasonably and in good faith), the
Company fails to comply with any of its obligations under the Agreement which
in the opinion of Dexion (acting reasonably and in good faith) is material in
the context of the Placing; or 
 
(c)   in the opinion of Dexion (acting reasonably and in good faith), there
has been a Material Adverse Change (whether or not foreseeable at the date of
the Agreement); or 
 
(d)  in the opinion of Dexion (acting reasonably and in good faith), there has
been a change or prospective change in relevant national or international
financial, political, economic or stock market (primary or secondary)
conditions; an incident of terrorism, outbreak or escalation of hostilities,
war, declaration or martial law or any other calamity or crisis; a suspension
or material limitation in trading of securities generally on any relevant
stock exchange; a suspension or material limitation on commercial banking
activities or securities settlement or clearance services; a change or
development involving a prospective change in taxation adversely affecting the
Company, the Placing Shares, or the issue or transfer thereof; any change or
prospective change in currency exchange rates or exchange controls or a
disruption of settlement systems or a material disruption in commercial
banking in each case as would, in the reasonable opinion of Dexion, make it
impracticable or inadvisable to market the Placing Shares or to enforce
contracts for sale of the Placing Shares or which may prejudice the success of
a Transaction or dealings in the Placing Shares in the secondary market . 
 
By participating in the Placing, Placees agree that the exercise by Dexion of
any right of termination or other discretion under the Agreement shall be
within the absolute discretion of Dexion and that it need not make any
reference to Placees and that it shall have no liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise or failure so to exercise. 
 
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 Guernsey, the United
Kingdom or elsewhere. No offering document or prospectus has been or will be
submitted to be approved by the Guernsey Financial Services Commission nor the
States of Guernsey Policy Council nor 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 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
responsibility of the Company and confirms that it has neither received nor
relied on any other information (other than the Exchange Information),
representation, warranty, or statement made by or on behalf of the Company or
Dexion or any other person and neither Dexion nor the Company nor the
Investment Manager nor the Investment Adviser 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 the CREST system, subject to
certain exceptions. Dexion and the Company reserve the right to require
settlement for, and delivery of, the Placing Shares (or a portion thereof) to
Placees, by such other means that they deem necessary if delivery or
settlement to the Placees is not practicable within the CREST system within
the timetable set out in this Announcement (including this Appendix) or would
not be consistent with the regulatory requirements in the Placee's
jurisdiction. 
 
Following close of the Bookbuild, each Placee allocated Placing Shares in the
Placing will be sent a trade confirmation in accordance with that Placee's
standing arrangements in place with Dexion stating the number of Placing
Shares allocated to it at the Placing Price, the aggregate amount owed by such
Placee to Dexion 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 standing CREST or certificated settlement
instructions that it has in place with Dexion. The Company will issue shares
on a delivery versus payment basis. 
 
It is expected that settlement will be on 23 July 2015 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 Dexion. 
 
Each Placee is deemed to agree that, if it does not comply with these
obligations, Dexion may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds, for Dexion's
account and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however, remain liable
for any shortfall between the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due pursuant
to the terms set out or referred to in this Announcement) 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 Dexion all such authorities and
powers necessary to carry out any such sale and agrees to ratify and confirm
all actions which Dexion lawfully takes in pursuance of such sale. 
 
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that, upon receipt, the trade confirmation 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. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the issue of the
Placing Shares, neither Dexion nor the Company shall be responsible for the
payment thereof. Placees will not be entitled to receive any fee or commission
in connection with the Placing. 
 
Representations, Warranties and Further Terms 
 
By agreeing to subscribe for Placing Shares, each Placee which enters into a
commitment to subscribe for Placing Shares will (for itself and any person(s)
procured by it to subscribe for Placing Shares and any nominee(s) for any such
person(s)) be deemed to represent and warrant to each of the Company, the
Investment Manager, the Investment Adviser, the Registrar, Dexion and Pershing
Securities Limited ("PSL") (acting as the settlement agent of Dexion in
connection with the Placing) that: 
 
(a)        it 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; 
 
(b)        it acknowledges that the Ordinary 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; 
 
(c)         it has reviewed and understands the Article 23 Disclosures; 
 
(d)        if the laws of any territory or jurisdiction outside the United
Kingdom are applicable to its agreement to subscribe for Placing Shares under
the Placing, it warrants that it has complied with all such laws, obtained all
governmental and other consents which may be required, complied with all
requisite formalities and paid any issue, transfer or other taxes due in
connection with its application in any territory and that it has not taken any
action or omitted to take any action which will result in the Company, the
Investment Manager, Dexion, PSL or the Registrar or any of their respective
officers, agents or employees acting in breach of the regulatory or legal
requirements, directly or indirectly, of any territory or jurisdiction outside
the United Kingdom in connection with the Placing; 
 
(e)        it has carefully read and understands this Announcement in its
entirety and acknowledges that it is acquiring Placing Shares on the terms and
subject to the conditions set out in this Announcement and the Articles as in
force at the date of Admission; 
 
(f)         it has not relied on Dexion or any person affiliated with Dexion
in connection with any investigation of the accuracy of any information
contained in this Announcement; 
 
(g)        it acknowledges that the content of this Announcement (including
this Appendix) is exclusively the responsibility of the Company and that none
of Dexion, its Affiliates or any person acting on Dexion's behalf has or shall
have any liability for any information, representation or statement contained
in this Announcement (including this Appendix) or any information previously
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 any of Dexion, the
Company, the Investment Adviser or the Investment Manager and neither Dexion
nor the Company nor the Investment Adviser nor the Investment Manager 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,
provided that nothing in this paragraph excludes the liability of any person
for fraudulent misrepresentation made by that person. Each Placee further
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company and the terms of the
Placing, satisfied itself that this information is still current and relied on
that information in deciding to participate in the Placing; 
 
(h)        it acknowledges that no person is authorised in connection with the
Placing to give any information or make any representation other than as
contained in this Announcement and, if given or made, any information or
representation must not be relied upon as having been authorised by Dexion,
PSL, the Company, the Investment Manager or the Investment Adviser; 
 
(i)         it is not applying as, nor is it applying as nominee or agent for,
a person who is or may be liable to notify and account for tax under the Stamp
Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in
section 67, 70, 93 or 96 (depository receipts and clearance services) of the
Finance Act 1986; 
 
(j)         it accepts that none of the Placing Shares have been or will be
registered under the laws of any Restricted Jurisdiction. Accordingly, the
Placing Shares may not be offered, sold, issued or delivered, directly or
indirectly, within any Restricted Jurisdiction unless an exemption from any
registration requirement is available; 
 
(k)        if it is within the United Kingdom, it is a person who falls within
Articles 49 or 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotions) Order 2005 or is a person to whom the Placing Shares may otherwise
lawfully be 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, that it is a person to whom the Placing Shares
may be lawfully offered under that other jurisdiction's laws and regulations; 
 
(l)         if it is a resident in the EEA (other than the United Kingdom), it
is (a) a qualified investor within the meaning of the law in the Relevant
Member State implementing Article 2(1)(e)(i), (ii) or (iii) of Directive
2003/71/EC and (b) if that Relevant Member State has implemented the AIFMD,
that it is a person to whom the Placing Shares may be lawfully marketed under
the AIMFD or under the applicable implementing legislation (if any) of that
Relevant Member State; 
 
(m)       in the case of any Placing Shares acquired by an investor as a
financial intermediary as that term is used in Article 3(2) of the Prospectus
Directive (i) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in any Relevant Member State other than qualified
investors, as that term is defined in the Prospectus Directive, or in
circumstances in which the prior consent of Dexion has been given to the offer
or resale; or (ii) where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State 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; 
 
(n)        if it is outside the United Kingdom, neither this Announcement nor
any other offering, marketing or other material in connection with the Placing
constitutes an invitation, offer or promotion to, or arrangement with, it or
any person whom it is procuring to subscribe for Placing Shares pursuant to
the Placing unless, in the relevant territory, such offer, invitation or other
course of conduct could lawfully be made to it or such person and such
documents or materials could lawfully be provided to it or such person and
Placing Shares could lawfully be distributed to and subscribed and held by it
or such person without compliance with any unfulfilled approval, registration
or other regulatory or legal requirements; 
 
(o)        it does not have a registered address in, and is not a citizen,
resident or national of, any jurisdiction in which it is unlawful to make or
accept an offer of the Placing Shares and it is not acting on a
non-discretionary basis for any such person; 
 
(p)        if the investor is a natural person, such investor is not under the
age of majority (18 years of age in the United Kingdom) on the date of such
investor's agreement to subscribe for Placing Shares under the Placing and
will not be any such person on the date any such Placing is accepted; 
 
(q)        it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted this Announcement to any persons within
the United States or to any US Persons, nor will it do any of the foregoing; 
 
(r)         it acknowledges that its allocation (if any) of Placing Shares
will represent a maximum number of Placing Shares which it will be entitled,
and required, to subscribe for, and the Company may call upon it to subscribe
for a lower number of Placing Shares (if any), but in no event in aggregate
more than the aforementioned maximum; 
 
(s)         it acknowledges that neither Dexion nor any of its affiliates nor
any person acting on their behalf is making any recommendations to it,
advising it regarding the suitability of any transactions it may enter into in
connection with the Placing or providing any advice in relation to the Placing
and participation in the Placing is on the basis that it is not and will not
be a client of Dexion and that Dexion does not have any duties or
responsibilities to it for providing protection afforded to its clients or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertaking or indemnities contained in any
placing letter; 
 
(t)         acknowledges that it has such knowledge and experience in
financial, business and international investment matters as is required to
evaluate the merits and risks of subscribing for the Placing Shares. It
further acknowledges that it is experienced in investing in securities of this
nature and is aware that it may be required to bear, and is able to bear, the
economic risk of, and is able to sustain a complete loss in connection with
the Placing. It has relied upon its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the Placing,
including the merits and risks involved; 
 
(u)        represents and warrants that it has independently made its own
analysis and decision with regard to its commitment to subscribe for Placing
Shares; 
 
(v)        it acknowledges that where it is subscribing for Placing Shares for
one or more managed, discretionary or advisory accounts, it is authorised in
writing for each such account: (i) to subscribe for the Placing Shares for
each such account; (ii) to make on each such account's behalf the
representations, warranties and agreements set out in this Announcement; and
(iii) to receive on behalf of each such account any documentation relating to
the Placing in the form provided by the Company and/or Dexion and/or PSL. It
agrees that the provision of this paragraph shall survive any resale of the
Placing Shares by or on behalf of any such account; 
 
(w)       it irrevocably appoints any director of the Company and any director
of Dexion to be its agent and on its behalf (without any obligation or duty to
do so), to sign, execute and deliver any documents and do all acts, matters
and things as may be necessary for, or incidental to, its subscription for all
or any of the Placing Shares for which it has given a commitment under the
Placing, in the event of its own failure to do so; 
 
(x)        it accepts that if the Placing does not proceed or the conditions
to the Agreement are not satisfied or the Placing Shares for which valid
application are received and accepted are not admitted to listing on the
Official List and to trading on the Main Market for any reason whatsoever then
none of Dexion or the Company, nor persons controlling, controlled by or under
common control with any of them nor any of their respective employees, agents,
officers, members, stockholders, partners or representatives, shall have any
liability whatsoever to it or any other person; 
 
(y)        in connection with its participation in the Placing it has observed
all relevant legislation and regulations, in particular (but without
limitation) those relating to money laundering ("Money Laundering
Legislation") and that its application is only made on the basis that it
accepts full responsibility for any requirement to verify the identity of its
clients and other persons in respect of whom it has applied. In addition, it
warrants that it is a person: (i) subject to the Money Laundering Regulations
2007 in force in the United Kingdom; or (ii) subject to the Money Laundering
Directive (2005/60/EC of the European Parliament and of the EC Council of 26
October 2005 on the prevention of the use of the financial system for the
purpose of money laundering and terrorist financing); or (iii) subject to the
Guernsey AML Requirements; or (iv) acting in the course of a business in
relation to which an overseas regulatory authority exercises regulatory
functions and is based or incorporated in, or formed under the law of, a
country in which there are in force provisions at least equivalent to those
required by the Money Laundering Directive; 
 
(z)         it acknowledges that due to anti-money laundering requirements,
Dexion and the Company may require proof of identity and verification of the
source of the payment before the application can be processed and that, in the
event of delay or failure by the applicant to produce any information required
for verification purposes, Dexion, PSL and the Company may refuse to accept
the application and the subscription moneys relating thereto. It holds
harmless and will indemnify Dexion, PSL and the Company against any liability,
loss or cost ensuing due to the failure to process such application, if such
information as has been required has not been provided by it; 
 
(aa)      it acknowledges that any person in Guernsey involved in the business
of the Company who has a suspicion or belief that any other person (including
the Company or any person subscribing for Placing Shares) is involved in money
laundering activities, is under an obligation to report such suspicion to the
Financial Intelligence Service pursuant to the Terrorism and Crime (Bailiwick
of Guernsey) Law, 2002 (as amended); 
 
(bb)     it acknowledges and agrees that information provided by it to the
Company, Computershare Investor Services (Guernsey) Limited (the "Registrar")
or Ipes (Guernsey) Limited (the "Administrator") will be stored on the
Registrar's and the Administrator's computer system and manually. It
acknowledges and agrees that for the purposes of the Data Protection
(Bailiwick of Guernsey) Law 2001 (the "Data Protection Law") and other
relevant data protection legislation which may be applicable, the Registrar
and the Administrator are required to specify the purposes for which they will
hold personal data. The Registrar and the Administrator will only use such
information for the purposes set out below (collectively, the "Purposes"),
being to: 
 
i.     process its personal data (including sensitive personal data) as
required by or in connection with its holding of Ordinary Shares, including
processing personal data in connection with credit and money laundering checks
on it; 
 
ii.    communicate with it as necessary in connection with its affairs and
generally in connection with its holding of Ordinary Shares; 
 
iii.   provide personal data to such third parties as the Administrator or
Registrar may consider necessary in connection with its affairs and generally
in connection with its holding of Ordinary Shares or as the Data Protection
Law may require, including to third parties outside the Bailiwick of Guernsey
or the European Economic Area; 
 
iv.   without limitation, provide such personal data to the Company, Dexion,
PSL, the Investment Manager or Investment Adviser and their respective
Associates for processing, notwithstanding that any such party may be outside
the Bailiwick of Guernsey or the European Economic Area; and 
 
v.    process its personal data for the Administrator's internal
administration. 
 
(cc)       in providing the Registrar and the Administrator with information,
it hereby represents and warrants to the Registrar and the Administrator that
it has obtained the consent of any data subjects to the Registrar and the
Administrator and their respective associates holding and using their personal
data for the Purposes (including the explicit consent of the data subjects for
the processing of any sensitive personal data for the Purpose set out in
paragraph (a)). For the purposes of this Announcement, "data subject",
"personal data" and "sensitive personal data" shall have the meanings
attributed to them in the Data Protection Law; 
 
(dd)     Dexion and the Company are entitled to exercise any of their rights
under the Agreement or any other right in their absolute discretion without
any liability whatsoever to them; 
 
(ee)     the representations, undertakings and warranties contained in this
Announcement are irrevocable. It acknowledges that Dexion and the Company and
their respective affiliates will rely upon the truth and accuracy of the
foregoing representations and warranties and it agrees that if any of the
representations or warranties made or deemed to have been made by its
subscription of the Placing Shares are no longer accurate, it shall promptly
notify Dexion and the Company; 
 
(ff)       where it or any person acting on behalf of it is dealing with
Dexion, any money held in an account with Dexion on behalf of it and/or any
person acting on behalf of it will not be treated as client money within the
meaning of the relevant rules and regulations of the Financial Conduct
Authority which therefore will not require Dexion to segregate such money, as
that money will be held by Dexion under a banking relationship and not as
trustee; 
 
(gg)      any of its clients, whether or not identified to Dexion, will remain
its sole responsibility and will not become clients of Dexion for the purposes
of the rules of the Financial Conduct Authority or for the purposes of any
other statutory or regulatory provision; 
 
(hh)     it accepts that the allocation of Placing Shares shall be determined
by the Company in its absolute discretion but in consultation with Dexion and
that the Company may scale down any Placing commitments for this purpose on
such basis as it may determine; and 
 
(ii)        time shall be of the essence as regards its obligations to settle
payment for the Placing Shares and to comply with its other obligations under
the Placing. 
 
The representations, warranties, acknowledgments and undertakings contained in
this Appendix are given to Dexion for itself and on behalf of the Company and
are irrevocable. 
 
The agreement to settle a Placee's subscription of the Placing Shares (and/or
the subscription of a person for whom such Placee is 

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