DJ SWEF: Proposed placing of new ordinary shares
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Starwood European Real Estate Finance Ltd (SWEF) SWEF: Proposed placing of new ordinary shares 07-May-2019 / 07:00 GMT/BST Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION The information contained in this announcement may constitute inside information for the purpose of the Market Abuse Regulation (EU) no. 596/2014. The person responsible for the release of this announcement on behalf of the Company is Apex Fund and Corporate Services (Guernsey) Limited. Starwood European Real Estate Finance Limited (the "Company") Proposed placing of new ordinary shares The Board of Directors of the Company (the "Board") is pleased to announce a placing of new ordinary shares (the "Placing" and the "Placing Shares" respectively"). The Placing will target gross proceeds of approximately GBP40 million by way of a non pre-emptive issue of Placing Shares at 104.75 pence per Placing Share (the "Placing Price"). Highlights · Placing targeting 38,200,000 Placing Shares at 104.75 pence per Placing Share, to be undertaken by way of a non pre-emptive placing under the Company's existing shareholder authorities · The Company targets paying quarterly a dividend of 6.5 pence per Ordinary Share per annum. The Placing Shares issued under the Placing will not qualify for the dividend declared on 24 April 2019 in respect of the quarter ended 31 March 2019, which had an ex-dividend date of 2 May 2019. However, they will qualify for the dividend relating to the quarter ended 30 June 2019 and in all other respects will rank pari passu with the existing Ordinary Shares · On 3 May 2019, the Company announced an unaudited cum-dividend net asset value as at 30 April 2019 of 103.65 pence per existing Ordinary Share in the capital of the Company ("Existing Ordinary Shares"). Accordingly, the adjusted unaudited net asset value, adjusted to exclude the dividend declared on 24 April 2019, was 102.02 pence per Existing Ordinary Shares as at 30 April 2019 (the "Ex-dividend NAV") · The Placing Price represents a discount of 1.6 per cent. to the closing share price of 106.5 pence per Existing Ordinary Share on 3 May 2019 (being the last business day prior to the announcement of the Placing) and a premium of 2.7 per cent. to the Ex-dividend NAV as at 30 April 2019 of 102.02 pence per Existing Ordinary Share · As at 3 May 2019, the Company is substantially fully invested with drawings of GBP31.6 million (net of cash) on its GBP114 million of credit facilities and GBP33.6 million of unfunded commitments · The Company maintains a strong pipeline of potential new investments. Near term opportunities in the pipeline are consistent with previous investment themes and are spread across both senior and subordinated debt and a diverse geographic profile · The Company intends to use the proceeds of the Placing to repay its drawings under its credit facilities in order to be ready to draw again on these facilities in the near future as it executes on its near term pipeline (absent any unexpected repayments received prior to execution of any pipeline deals) Stephen Smith, Chairman of the Company, said: "Following the Company's successful year of originating investments in 2018, we continue to see attractive opportunities in the market and have identified a strong short term pipeline of assets that meet our strict investment criteria and which are either in execution or are currently in negotiation. The equity issue will meet the Company's strategy of incrementally growing the size of the Company through an efficient capital structure which minimises cash drag from repayments. Additionally, by increasing the market capitalisation of the Company, the issue of equity will support improved liquidity and reduce the Company's ongoing costs per share." Background to the Placing The investment objective of the Company is to provide its shareholders with regular dividends and an attractive total return while limiting downside risk, through the origination, execution, acquisition and servicing of a diversified portfolio of real estate debt investments (including debt instruments) in the UK and the wider European Union's internal market. The Company had a successful origination year in 2018 with GBP208 million of new commitments made to borrowers. With repayments and amortisation at a more typical level than in 2017, net commitments increased by GBP70.8 million during 2018. The table below shows the loan commitment and repayment profile over the last five years: 2014 2015 2016 2017 2018 New loans to GBP143.2m GBP118.7m GBP175.9m GBP245.8m GBP208.0m borrowers (commitment) Loan repayments and -GBP48.8m -GBP49.0m -GBP129.3m -GBP213.1m -GBP137.2m amortisation Net Investment GBP94.4m GBP69.7m GBP46.6m GBP32.7m GBP70.8m Use of Proceeds The Company remains substantially fully invested with drawings of GBP31.6 million (net of cash) on its GBP114 million credit facilities and GBP33.6 million of unfunded commitments. The Company intends to use the proceeds of the Placing to repay its drawings under its credit facilities before drawing on these facilities in the near future as it executes on its near term pipeline. Near term opportunities in the pipeline are consistent with previous investment themes and are spread across both senior and subordinated debt and a diverse geographic profile. The Company's portfolio will continue to be originated from the larger and more established real estate markets in the European Union's internal market. UK exposure is expected to represent a significant proportion of the Company's portfolio. Outside of the UK, investment in the European Union's internal market will mainly be focused on Northern and Southern Europe. Northern European markets include Germany, France, Scandinavia, Netherlands, Belgium, Poland, Switzerland, Ireland, Slovakia and the Czech Republic. Southern European markets include Italy and Spain. The Company's portfolio focuses on lending into commercial real estate sectors including office, retail, logistics, light industrial, hospitality, student accommodation, residential for sale and multi-family rented residential. Investments in student accommodation and residential for sale are expected to be limited primarily to the UK, while multi-family investments are expected to be limited primarily to the UK, Germany and Scandinavia. Not more than 30 per cent, in aggregate, of the Company's NAV, calculated at the time of investment, will be invested in loans relating to residential for sale. No more than 50 per cent of the Company's NAV will be allocated to any single real estate sector of the UK, except for the UK office sector which is limited to 75 per cent of the Company's NAV. Dividend The Company targets paying quarterly a dividend of 6.5 pence per Ordinary Share per annum. The Placing Shares, when issued, will rank in full for all future dividends or other distributions declared, made or paid (save as set out below) after the admission of the Placing Shares issued under the Placing to the premium segment of the Official List and to trading on the London Stock Exchange's Main Market ("Admission") and in all other respects will rank pari passu with the existing Ordinary Shares. For the avoidance of doubt, the Placing Shares issued under the Placing will not qualify for the dividend declared on 24 April 2019 in respect of the quarter ended 31 March 2019, which had an ex-dividend date of 2 May 2019 and a payable date of 24 May 2019. However, the Placing Shares will qualify for the dividend relating to the quarter ended 30 June 2019, which is expected to be declared in July 2019. Benefits of the Placing The Board believes the Placing will confer the following benefits for shareholders and the Company: · enable the Company to continue with its strategy and provide scale to its investment portfolio; · increase the liquidity of the shares by increasing the market capitalisation of the Company and with the potential to further diversify the shareholder register; · provide additional capital which should enable the Company to take advantage of the current attractive investment opportunities in the market and make further investments in accordance with the Company's investment policy and within its investment criteria; · further diversify the existing portfolio by introducing new loans into the portfolio across various eligible jurisdictions where the Company is currently seeing opportunities; and · provide a larger equity base over which the fixed costs of the Company may be spread, thereby reducing the Company's ongoing costs per Ordinary Share. Shareholder Authorisation of the Placing The issue of the Placing Shares will be undertaken under the Company's current authorities to allot shares and dis-apply pre-emption rights as approved by shareholders at the Company's Annual General Meeting and Extraordinary General Meeting on 15 May 2018 for an aggregate amount of up to 20 per cent. of the Ordinary Shares in issue as at the date of the resolutions (less one Ordinary Share). A prospectus is not required in
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DJ SWEF: Proposed placing of new ordinary shares -2-
respect of the Placing. At the imminent AGM of the Company to be held on 15 May 2019, after the proposed completion of the Placing, the Company is proposing to renew its allotment and dis-application authorities to allow it to carry out issues of up to 10 per cent. of its shares in issue. The Company has also convened an EGM on the same date at which it has proposed resolutions to supplement such AGM authorities with an additional tap issue authority comprising an allotment authority and dis-application authority in respect of a further 10 per cent. of its shares in issue at that time ("Additional Tap Issue Authority"). The Company had noted that issuers such as the Company can issue up to (but not including) 20 per cent. of the securities already admitted to trading over 12 months by way of issues of shares without any requirement to publish a prospectus. The Board notes that the aggregate of issuance of new shares under the Placing, and any future issuance without a prospectus over 12 months from and including the date of the Placing, cannot exceed this limit of 20 per cent. of the securities already admitted to trading. Therefore, to the extent that the Company issues more than 10 per cent. of its existing shares under the proposed Placing, and if the renewed AGM allotment and dis-application authorities over issues of up to 10 per cent. of shares in issue are approved by shareholders, then the Additional Tap Issue Authority proposed at the EGM would, in such circumstances, become largely redundant in respect of an issue of shares without a prospectus. Accordingly, the Directors intend that in such circumstances at the EGM, they would not propose to seek shareholder approval for the resolutions comprising the Additional Tap Issue Authority. To the extent that the Company subsequently wished to propose issuing shares in excess of 20 per cent. over the 12 month period following and including the date of the Placing, not only would it be required to issue a prospectus in respect of such issuance, it would also seek further shareholder approval by that time for such issuance. Further Details of the Placing The Placing Price will be greater than the Ex-dividend NAV as at 30 April 2019 plus the estimated costs of the Placing and is therefore expected to be accretive to the NAV attributable to existing shareholders. Application will be made for the admission of the Placing Shares to the premium segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities. Stifel Nicolaus Europe Limited ("Stifel") is acting as sole bookrunner to the Company. Qualified Investors should communicate their firm interest to their usual sales contact at Stifel. The decision to allot any Placing Shares to any Qualified Investors shall be at the discretion of the Company and Stifel. The Company reserves the right, after consultation with Stifel and Starwood European Finance Partners Limited, to scale back applications under the Placing at their absolute discretion in such amounts as they consider appropriate. By choosing to participate in the Placing and by making an oral and legally binding offer to subscribe for Placing Shares, investors will be deemed to have read and understood this Announcement and any subsequent announcement related to the Placing (including the Appendix), in its entirety and to be making such offer on the terms and subject to the conditions in this Announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendix. Expected Timetable Expected time and date Announcement of Placing 7 May 2019 Expected closing of the Placing 10 May 2019 at 1.00pm Announcement of results of the Placing 13 May 2019 Admission of the Placing Shares to the 15 May 2019 Official List and commencement of dealings on the London Stock Exchange For further information, please contact: Apex Fund and Corporate Services (Guernsey) Limited - 01481 735879 Dave Taylor Starwood Capital - 020 7016 3655 Duncan MacPherson Stifel Nicolaus Europe Limited - 020 7710 7600 Neil Winward Mark Bloomfield Gaudi Le Roux LEI: 5493004YMVUQ9Z7JGZ50 Notes: Starwood European Real Estate Finance Limited is an investment company listed on the main market of the London Stock Exchange with an investment objective to provide Shareholders with regular dividends and an attractive total return while limiting downside risk, through the origination, execution, acquisition and servicing of a diversified portfolio of real estate debt investments in the UK and the wider European Union's internal market. www.starwoodeuropeanfinance.com [1]. The Group is the largest London-listed vehicle to provide investors with pure play exposure to real estate lending. The Group's assets are managed by Starwood European Finance Partners Limited, an indirect wholly-owned subsidiary of the Starwood Capital Group. The Company's target dividend is a target only and not a profit forecast. There can be no assurance that the target will be met and it should not be taken as an indication of the Company's expected or actual future results. Appendix - Terms and Conditions of the Placing INTRODUCTION IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART TO U.S. PERSONS OR, IN OR INTO THE UNITED STATES, THE EXCLUDED TERRITORIES OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY. THE PLACING SHARES THAT ARE THE SUBJECT OF THE PLACING ARE ONLY BEING OFFERED OR SOLD TO QUALIFIED INVESTORS IN THE UNITED KINGDOM, WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FCA OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT QUALIFIED INVESTORS IN THE UNITED KINGDOM. QUALIFIED INVESTORS ARE PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE ORDER, FALL WITHIN ARTICLE 49(2) (A) TO (D) OF THE ORDER; OR ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED AND (II) ARE A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN THE MEANING OF CHAPTER 3 OF THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX, AND THE ANNOUNCEMENT OF WHICH IT FORMS PART, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF THE PLACING SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES. Placees will be deemed to have read and understood this announcement and these terms and conditions in its entirety and to be making such offer on the terms and conditions and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that: 1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; 2. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the EEA which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of Stifel has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any Member State of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; and/or 3. (i) (1) it is not a U.S. Person, (2) it is not located in the United States, and (3) it is not acquiring the Placing Shares for the account or benefit of a U.S. Person; or (ii) it is a dealer or other professional fiduciary in the United States acting for a discretionary account (other
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than an estate or trust) held for the benefit or account of a non U.S. person. The Company and Stifel will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements. This announcement (including this Appendix) does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This announcement (including this Appendix) and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, the Excluded Territories or in any jurisdiction in which such publication or distribution is unlawful. Persons who come into possession of this announcement are required by the Company to inform themselves about and to observe any restrictions of transfer of this announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere. In particular, the Placing Shares referred to in this announcement have not been and will not be registered under the Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States, and under circumstances that would not result in the Company being in violation of the U.S. Investment Company Act. The Placing Shares are only being offered and sold outside the United States in offshore transactions to persons who are not U.S. Persons in accordance with Regulation S under the Securities Act. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of any of the Excluded Territories. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the Excluded Territories or any other jurisdiction outside the United Kingdom. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action. DEFINITIONS For the purposes of this Appendix: "Admission" means admission of the Placing Shares to be issued pursuant to the Placing to the Premium Segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities; "AIFMD" means Directive 2011/61/EU of the European Parliament and of the Council on Alternative Investment Fund Managers, as amended; "CREST" means the computerised settlement system operated by Euroclear UK and Ireland Limited which facilitates the transfer of title to shares in uncertificated form; "EEA" means the European Economic Area being the countries included as such in the Agreement on European Economic Area, dated 1 January 1994, among Iceland, Liechtenstein, Norway, the European Community and the Member States, as may be modified, supplemented or replaced; "Excluded Territory" means Canada, Japan, Australia, New Zealand, the Republic of South Africa and the U.S. and any jurisdiction where the extension or availability of the Placing (and any other transaction contemplated thereby) would breach any applicable laws or regulations, and "Excluded Territories" shall mean any of them; "FCA" means the UK Financial Conduct Authority; "Investment Adviser" means Starwood Capital Europe Advisers, LLP, a limited liability partnership incorporation in England and Wales (registered number OC371541) with registered address at 2nd Floor, One Eagle Place, St James's, London SW1Y 6AF; "Investment Manager" means Starwood European Finance Partners Limited, a private limited liability company incorporated in Guernsey (registered number 55819) with registered address at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL; "Libor" means the London Interbank Offered Rate, being the average rate of interest that leading banks in London charge when lending to other banks; "London Stock Exchange" means London Stock Exchange Plc; "Member State" means a sovereign state which is a member of the European Union; "Official List" means the official list of the FCA; "Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended; "Ordinary Shares" means the redeemable ordinary shares of no par value in the capital of the Company as described in the Company's articles of incorporation as adopted from time to time; "Placee" means a Relevant Person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given; "Placing" means the conditional placing by Stifel, as agent for the Company, of Placing Shares at the Placing Price; "Placing Agreement" means the Placing Agreement dated 7 May 2019 between the Company, the Investment Manager, the Investment Adviser and Stifel in connection with the Placing; "Placing Price" means 104.75 pence per Placing Share; "Placing Shares" means the Ordinary Shares to be issued for cash pursuant to the Placing at the Placing Price; "Prospectus Directive" means Directive 2003/71/EC as amended and includes any relevant implementing measure in each Relevant Member State; "Regulation S" means Regulation S promulgated under the Securities Act; "Regulatory Information Service" means a regulated information service approved by the FCA and on the list of Regulatory Information Services maintained by the FCA; "Relevant Member State" means each member state of the EEA that has implemented the Prospectus Directive; "Securities Act" means the U.S. Securities Act of 1933, as amended; "Starwood Parties" means together the Investment Manager and the Investment Adviser; "U.S." or "United States" means the United States of America, its states, territories and possessions, including the District of Columbia; "U.S. Investment Company Act" means the U.S. Investment Company Act of 1940, as amended; "U.S. Person" has the meaning given in Regulation S DETAILS OF THE PLACING Stifel has entered into the Placing Agreement with the Company, the Investment Manager and the Investment Adviser under which Stifel has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure, as agent for the Company, subscribers for the Placing Shares at the Placing Price. The Placing Agreement contains customary warranties given by the Company and the Starwood Parties to Stifel as to matters relating to the Company and its business and a customary indemnity given by the Company and the Starwood Parties to Stifel in respect of liabilities arising out of, or in connection with, the Placing. The Company (after consultation with Stifel and the Investment Manager) reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of applications in excess of the target amount under the Placing. The Company and Stifel also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offer in part rather than in whole. Stifel shall be entitled to effect the Placing by such method as they shall in their sole discretion determine. To the fullest extent permissible by law, neither Stifel nor any holding company of Stifel nor any subsidiary branch or affiliate of Stifel (each an affiliate) nor any person acting on behalf of any of the foregoing shall have any liability to the Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Stifel, nor any affiliate thereof nor any person acting on their behalf shall have any liability to Placees in respect of their conduct of the Placing. Each Placee's obligations will be owed to the Company and to Stifel. Following the confirmation referred to below in the paragraph entitled "Participation in, and principal terms of, the Placing", each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Stifel, to pay to Stifel (or as Stifel may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares which such Placee has agreed to acquire. Each Placee agrees to indemnify on demand and hold each of Stifel, the Company and the Starwood Parties and their respective affiliates harmless from any all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the acknowledgments, undertakings, representations, warranties and agreements set forth in these terms and conditions and any contract note. The Placing is also conditional upon the Placing Agreement becoming unconditional and the Placing Agreement not being terminated in accordance
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