Starwood Euro Real - Place of up to £15million of New Ord Shares - Part 2

Starwood European Real Estate Finance

25/07/2015 09:25

- Part 2: For the preceding part double click  ID:nRST4175Ta 

contracting as agent)
free of stamp duty and stamp duty reserve tax depends on the settlement
relating only to a subscription by it and/or such person direct from the
Company for the Placing Shares in question. Such agreement assumes that the
Placing Shares are not being subscribed for in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the settlement
related to any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor Dexion will be
responsible and the Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp
duty or stamp duty reserve tax forthwith and to indemnify on an after-tax
basis and to hold harmless the Company and Dexion in the event that any of the
Company and/or Dexion has incurred any such liability to UK stamp duty or
stamp duty reserve tax. If this is the case, each Placee should seek its own
advice and notify Dexion accordingly. 
 
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares. 
 
Each Placee, and any person acting on behalf of the Placee, acknowledges that
Dexion does not owe any fiduciary or other duties to any Placee in respect of
any representations, warranties, undertakings or indemnities in the Agreement
and that such representations, warranties, undertakings and indemnities are
not given for the benefit of any Placee. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Dexion or any of its Affiliates may, at its absolute discretion,
agree to become a Placee in respect of some or all of the Placing Shares. 
 
When a Placee or person acting on behalf of the Placee is dealing with Dexion,
any money held in an account with Dexion on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made under the UK
Financial Services and Markets Act 2000 (as amended). Each Placee acknowledges
that the money will not be subject to the protections conferred by the client
money rules; as a consequence, this money will not be segregated from Dexion's
money in accordance with the client money rules and will be used by Dexion in
the course of its own business and the Placee will rank only as a general
creditor of Dexion. 
 
Past performance is no guide to future performance and persons seeking advice
should consult an independent financial adviser. 
 
All times and dates in this Announcement (including this Appendix) may be
subject to amendment, and Placees' commitments, representations and warranties
are not conditional on any of the expected times and dates in this
Announcement (including this Appendix) being achieved. Dexion shall notify the
Placees and any person acting on behalf of the Placees of any changes. 
 
The rights and remedies of Dexion and the Company under these terms and
conditions are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise or partial
exercise of one will not prevent the exercise of others. 
 
This Announcement (including this Appendix) has been issued by the Company and
is the sole responsibility of the Company. 
 
This information is provided by RNS
The company news service from the London Stock Exchange