SWEF: Result of placing (810093)

 
 Starwood European Real Estate Finance Ltd (SWEF) 
SWEF: Result of placing 
 
13-May-2019 / 07:00 GMT/BST 
Dissemination of a Regulatory Announcement that contains inside information 
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
 
 NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY 
       OR INDIRECTLY, TO U.S. PERSONS OR IN, INTO OR FROM THE UNITED STATES, 
     AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY JURISDICTION 
         WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR 
                                            REGULATIONS OF SUCH JURISDICTION 
 
  The information contained in this announcement contains inside information 
for the purpose of the Market Abuse Regulation (EU) no. 596/2014. The person 
responsible for the release of this announcement on behalf of the Company is 
                        Apex Fund and Corporate Services (Guernsey) Limited. 
 
                                                                 13 May 2019 
 
       Starwood European Real Estate Finance Limited (the "Company") 
 
                 Result of Placing and Total Voting Rights 
 
     On 7 May 2019, the Company announced that it was seeking to issue up to 
   38,200,000 new ordinary shares of no par value (the "Placing Shares" ) at 
               104.75 pence per share (the "Placing Price") (the "Placing"). 
 
        Further to this announcement, the Board of the Company is pleased to 
   announce that the Placing has been oversubscribed and investor demand for 
the Placing has exceeded the target Placing size. The targeted maximum total 
   of 38,200,000 Placing Shares will be issued at the Placing Price, raising 
   gross proceeds of GBP40.0 million. Accordingly, a scaling back exercise has 
   been undertaken with respect to the applications received pursuant to the 
                                                                    Placing. 
 
      Application has been made for the Placing Shares to be admitted to the 
 Official List and to trading on the London Stock Exchange's premium segment 
 of the Main Market ("Admission"). It is expected that Admission will become 
   effective and dealings in the new Ordinary Shares will commence on 15 May 
    2019. Once issued, the new Ordinary Shares will rank pari passu with the 
                                                   existing Ordinary Shares. 
 
Following Admission, the Company expects to have 413,219,398 Ordinary Shares 
  in issue. Therefore, the total number of voting rights of the Company will 
           be 413,219,398 and this figure may be used by shareholders as the 
   denominator for the calculations by which they will determine if they are 
    required to notify their interest, or a change to their interest in, the 
         Company under the FCA's Disclosure Guidance and Transparency Rules. 
 
     Stifel Nicolaus Europe Limited acted as sole bookrunner to the Company. 
 
Unless otherwise defined, the terms used in this announcement shall have the 
        same meaning as set out in the announcement published on 7 May 2019. 
 
                                              Stephen Smith, Chairman, said: 
 
"The Board is delighted by the continued support from investors. The Company 
  intends to use the proceeds of the Placing to repay its drawings under its 
 credit facilities in order to be ready to draw again on these facilities in 
  the near future as it executes on its near term pipeline. We are confident 
                 in our continued ability to invest in attractive projects." 
 
                                    For further information, please contact: 
 
Apex Fund and Corporate Services (Guernsey) Limited - 01481 755143 
 
                                                                 Dave Taylor 
 
                                            Starwood Capital - 020 7016 3655 
 
                                                           Duncan MacPherson 
 
                              Stifel Nicolaus Europe Limited - 020 7710 7600 
 
                                                                Neil Winward 
 
                                                             Mark Bloomfield 
 
                                                               Gaudi Le Roux 
 
                                                   LEI: 5493004YMVUQ9Z7JGZ50 
 
                                                                      Notes: 
 
      Starwood European Real Estate Finance Limited is an investment company 
   listed on the main market of the London Stock Exchange with an investment 
  objective to provide Shareholders with regular dividends and an attractive 
         total return while limiting downside risk, through the origination, 
     execution, acquisition and servicing of a diversified portfolio of real 
   estate debt investments in the UK and the wider European Union's internal 
                                market. www.starwoodeuropeanfinance.com [1]. 
 
    The Group is the largest London-listed vehicle to provide investors with 
                                  pure play exposure to real estate lending. 
 
        The Group's assets are managed by Starwood European Finance Partners 
 Limited, an indirect wholly-owned subsidiary of the Starwood Capital Group. 
 
   The Company's target dividend is a target only and not a profit forecast. 
  There can be no assurance that the target will be met and it should not be 
  taken as an indication of the Company's expected or actual future results. 
 
                                                       IMPORTANT INFORMATION 
 
  THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR 
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN 
         PART TO U.S. PERSONS OR, IN OR INTO THE UNITED STATES, THE EXCLUDED 
          TERRITORIES OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR 
                                             DISTRIBUTION WOULD BE UNLAWFUL. 
 
       THE PLACING SHARES THAT ARE THE SUBJECT OF THE PLACING ARE ONLY BEING 
OFFERED OR SOLD TO QUALIFIED INVESTORS IN THE UNITED KINGDOM, WHICH INCLUDES 
  LEGAL ENTITIES WHICH ARE REGULATED BY THE FCA OR ENTITIES WHICH ARE NOT SO 
        REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES. 
 
    MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS 
       ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT 
  QUALIFIED INVESTORS IN THE UNITED KINGDOM. QUALIFIED INVESTORS ARE PERSONS 
   WHO (I) FALL WITHIN ARTICLE 19(5) OF THE ORDER, FALL WITHIN ARTICLE 49(2) 
(A) TO (D) OF THE ORDER; OR ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY 
           COMMUNICATED AND (II) ARE A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE 
       COUNTERPARTY" WITHIN THE MEANING OF CHAPTER 3 OF THE FCA'S CONDUCT OF 
         BUSINESS SOURCEBOOK (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 
 "RELEVANT PERSONS"). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY 
 PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY 
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND 
                              WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. 
 
     THIS ANNOUNCEMENT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF 
       CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE 
                                                                    COMPANY. 
 
           THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY 
    JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL 
  UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENTS NOT 
  AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE 
                                                              UNITED STATES. 
 
 EACH RECIPIENT OF THIS ANNOUNCEMENT SHOULD CONSULT WITH ITS OWN ADVISERS AS 
TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE COMPANY. 
  THE PRICE OF THE COMPANY'S SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO 
  DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED 
                                                  ON DISPOSAL OF THE SHARES. 
 
  The Placing Shares are being offered to Relevant Persons only and will not 
be offered in such a way as to require a prospectus in the United Kingdom or 
                                                                  elsewhere. 
 
      This announcement does not constitute an offer, and may not be used in 
  connection with an offer, to sell or issue or the solicitation of an offer 
    to buy or subscribe for Placing Shares in any jurisdiction in which such 
      offer or solicitation is or may be unlawful. This announcement and the 
        information contained herein is not for publication or distribution, 
       directly or indirectly, to persons in the United States, the Excluded 
Territories or in any jurisdiction in which such publication or distribution 
      is unlawful. Persons who come into possession of this announcement are 
       required by the Company to inform themselves about and to observe any 
restrictions of transfer of this announcement. No public offer of securities 
    of the Company is being made in the United Kingdom, the United States or 
                                                                  elsewhere. 
 
 In particular, the Placing Shares referred to in this announcement have not 
  been and will not be registered under the Securities Act or under any laws 
      of, or with any securities regulatory authority of, any state or other 
    jurisdiction of the United States, and may not be offered, sold, resold, 
   transferred or delivered, directly or indirectly, in the United States or 
   to, or for the account or benefit of, U.S. Persons, except pursuant to an 
        exemption from, or in a transaction not subject to, the registration 

    requirements of the Securities Act and in compliance with any applicable 
securities laws of any state or other jurisdiction in the United States, and 
 under circumstances that would not result in the Company being in violation 
       of the U.S. Investment Company Act. The Placing Shares are only being 
      offered and sold outside the United States in offshore transactions to 
  persons who are not U.S. Persons in accordance with Regulation S under the 
                                                             Securities Act. 
 
  The relevant clearances have not been, nor will they be, obtained from the 
 securities commission of any province or territory of Canada; no prospectus 
         has been lodged with or registered by the Australian Securities and 
 Investments Commission or the Japanese Ministry of Finance; and the Placing 
      Shares have not been, nor will they be, registered under or offered in 
  compliance with the securities laws of any state, province or territory of 
    any of the Excluded Territories. Accordingly, the Placing Shares may not 
   (unless an exemption under the relevant securities laws is applicable) be 
  offered, sold, resold or delivered, directly or indirectly, in or into the 
  Excluded Territories or any other jurisdiction outside the United Kingdom. 
 
   Persons (including, without limitation, nominees and trustees) who have a 
contractual or other legal obligation to forward a copy of this Announcement 
                    should seek appropriate advice before taking any action. 
 
    Solely for the purposes of the product governance requirements contained 
 within: (a) EU Directive 2014/65/EU on markets in financial instruments, as 
         amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated 
  Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing 
 measures (together, the "Product Governance Requirements"), and disclaiming 
all and any liability, whether arising in tort, contract or otherwise, which 
any "manufacturer" (for the purposes of the Product Governance Requirements) 
       may otherwise have with respect thereto, the Placing Shares have been 
subject to a product approval process, which has determined that the Placing 
Shares are: (i) compatible with an end target market of retail investors and 
        investors who meet the criteria of professional clients and eligible 
          counterparties, each as defined in MiFID II; and (ii) eligible for 
 distribution through all distribution channels as are permitted by MiFID II 
         (the "Target Market Assessment"). Notwithstanding the Target Market 
 Assessment, investors should note that: the price of the Placing Shares may 
       decline and investors could lose all or part of their investment; the 
 Placing Shares offer no guaranteed income and no capital protection; and an 
   investment in the Placing Shares is compatible only with investors who do 
 not need a guaranteed income or capital protection, who (either alone or in 
  conjunction with an appropriate financial or other adviser) are capable of 
          evaluating the merits and risks of such an investment and who have 
          sufficient resources to be able to bear any losses that may result 
         therefrom. The Target Market Assessment is without prejudice to the 
requirements of any contractual, legal or regulatory selling restrictions in 
 relation to the Placing. Furthermore, it is noted that, notwithstanding the 
   Target Market Assessment, Stifel will only procure investors who meet the 
       criteria of professional clients and eligible counterparties. For the 
avoidance of doubt, the Target Market Assessment does not constitute: (a) an 
  assessment of suitability or appropriateness for the purposes of MiFID II; 
 or (b) a recommendation to any investor or group of investors to invest in, 
or purchase, or take any other action whatsoever with respect to the Placing 
                                                                     Shares. 
 
       Each distributor is responsible for undertaking its own target market 
     assessment in respect of the Placing Shares and determining appropriate 
                                                      distribution channels. 
 
      The content of this announcement has been prepared by, and is the sole 
                                             responsibility of, the Company. 
 
  The information contained in this announcement is given at the date of its 
  publication (unless otherwise marked) and is subject to updating, revision 
       and amendment from time to time. Neither the content of the Company's 
website nor any website accessible by hyperlinks to the Company's website is 
                       incorporated in, or forms part of, this announcement. 
 
Certain statements in this announcement are forward-looking statements which 
         are based on the Company's expectations, intentions and projections 
    regarding its future performance, anticipated events or trends and other 
    matters that are not historical facts. These forward-looking statements, 
        which may use words such as "aim", "anticipate", "believe", "could", 
    "intend", "estimate", "expect" and words of similar meaning, include all 
     matters that are not historical facts. These forward-looking statements 
    involve risks, assumptions and uncertainties that could cause the actual 
   results of operations, financial condition, liquidity and dividend policy 
     and the development of the industries in which the Company's businesses 
             operate to differ materially from the impression created by the 
   forward-looking statements. These statements are not guarantees of future 
   performance and are subject to known and unknown risks, uncertainties and 
     other factors that could cause actual results to differ materially from 
  those expressed or implied by such forward-looking statements. Given those 
   risks and uncertainties, prospective investors are cautioned not to place 
    undue reliance on forward-looking statements. Forward-looking statements 
 speak only as of the date of such statements and, except as required by the 
 FCA, the London Stock Exchange or applicable law, the Company undertakes no 
     obligation to update or revise publicly any forward-looking statements, 
         whether as a result of new information, future events or otherwise. 
 
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated 
 in the United Kingdom by the FCA, is acting exclusively for the Company and 
  no-one else in connection with the potential equity issue. Stifel will not 
regard any other person as its client in relation to the potential issue and 
  will not be responsible to anyone other than the Company for providing the 
protections afforded to its clients, nor for providing advice in relation to 
  the potential issue, the contents of this announcement or any transaction, 
                             arrangement or other matter referred to herein. 
 
          None of the Starwood Parties or Stifel, or any of their respective 
 directors, officers, employees, advisers, affiliates or agents, accepts any 
   responsibility or liability whatsoever for or makes any representation or 
 warranty, express or implied, as to this announcement, including the truth, 
accuracy or completeness of the information in this announcement (or whether 
     any information has been omitted from the announcement) or for any loss 
     howsoever arising from any use of the announcement or its contents. The 
   Starwood Parties and Stifel Nicolaus Europe Limited, and their respective 
 directors, officers, employees, advisers, affiliates or agents, accordingly 
         disclaim all and any liability whether arising in tort, contract or 
otherwise which they might otherwise have in respect of this announcement or 
                  its contents or otherwise arising in connection therewith. 
 
The processing of an investor's personal data by the Company will be carried 
  out in compliance with the applicable data protection legislation and with 
   its Privacy Notice, a copy of which can be found on the Company's website 
http://www.starwoodeuropeanfinance.com/images/documents/Privacy%20Notice%20- 
          %20Starwood%20European%20Real%20Estate%20Finance%20Limited.pdf [2] 
 
       Each recipient of this Announcement acknowledges that it has read and 
 understood the processing activities carried out by the Company as informed 
                                             in the referred Privacy Notice. 
 
ISIN:          GG00B79WC100 
Category Code: ROI 
TIDM:          SWEF 
LEI Code:      5493004YMVUQ9Z7JGZ50 
Sequence No.:  8589 
EQS News ID:   810093 
 
End of Announcement EQS News Service 
 
 
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(END) Dow Jones Newswires

May 13, 2019 02:01 ET (06:01 GMT)