Not for release, publication or distribution in
whole or in part, in or into the United States, Canada, Australia, the Republic
of Ireland, the Republic of South Africa, Japan or any other jurisdiction if to
do so would constitute a violation of the relevant laws of such jurisdiction.
DOLPHIN CAPITAL INVESTORS LIMITED
PLACING OF NEW COMMON SHARES
BY GOLDMAN SACHS INTERNATIONAL AND
MORGAN STANLEY & CO. INTERNATIONAL PLC
TO RAISE UP TO €500 MILLION
Dolphin Capital Investors Limited (“Dolphin”,
“DCI” or the “Company”), the leading investor in the residential resort sector
in south-east Europe and one of the largest real estate investment companies
listed on AIM, announces a placing (the
“Placing”) of new common shares of €0.01 each (“Common Shares”) to raise up to €500
million (before expenses). The net proceeds of the Placing will be used to fund
the Company’s ongoing investment programme.
Highlights
·
Fundraising of up to €500 million
·
Goldman Sachs International and Morgan Stanley
acting as lead managers, joint bookrunners and placing agents and Panmure
Gordon acting as co-lead manager
·
Funds raised are to be used for Dolphin’s
ongoing investment programme and expected to be fully committed within the next
12 months
·
Will re-inforce
Dolphin’s position as one of the largest AIM quoted real estate investment
companies
Dolphin has today released a trading and net
asset value update.
Placing
Goldman Sachs International (“Goldman Sachs”) and
Morgan Stanley & Co. International plc (“Morgan Stanley”) have been
appointed as lead managers, joint bookrunners and placing agents and Panmure
Gordon (Broking) Limited (“Panmure”) as lead manager in connection with the
Placing. A placing agreement has been entered into on the date of this
announcement (the “Placing Agreement”) under which Goldman Sachs and Morgan
Stanley have each agreed, subject to the satisfaction of certain conditions, to
use reasonable endeavours to procure subscribers for new Common Shares to be
issued to raise up to a targeted €500 million. The Placing is not
underwritten.
The Placing is expected to close on or around 27
June 2007 and will be conducted in accordance with the terms and conditions set
out in the appendix to this announcement and the Placing Agreement. The number
of Common Shares to be issued pursuant to the Placing (the “Placing Shares”)
and the price at which the Placing Shares will be issued will be determined at
the close of the bookbuilding exercise to be undertaken by Goldman Sachs and
Morgan Stanley and is, among other things, subject to Dolphin, Dolphin Capital
Partners Limited, Goldman Sachs and Morgan Stanley entering into a pricing
agreement.
The appendix to this announcement (which forms
part of this announcement) sets out further information and the terms and
conditions of the Placing. The Placing
is subject to admission of the new Common Shares to trading on AIM. The new Common Shares will rank pari passu in
all respects with the existing Common Shares traded on AIM.
Notices
This announcement
has been issued by Dolphin and is the sole responsibility of Dolphin.
Goldman Sachs,
Morgan Stanley and Panmure Gordon are each acting for Dolphin and no-one else
in connection with the Placing. Goldman Sachs, Morgan Stanley and Panmure
Gordon will not be responsible to anyone other than Dolphin for providing the
protections afforded to its clients, nor for providing advice in relation to
the placing or any other matter referred to in this announcement.
This announcement
is for information purposes only and does not constitute an offer or an
invitation to acquire or dispose of any securities or investment advice in any
jurisdiction.
This announcement
does not constitute an offer to sell or issue or the solicitation of an offer
to buy or subscribe for securities in the United States, Canada, Australia, the
Republic of Ireland, the Republic of South Africa or Japan or any other
jurisdiction in which such offer or solicitation is unlawful and should not be
relied upon in connection with any decision to acquire the Placing Shares or
any other securities of Dolphin (as further described in the appendix to this
announcement).
Contacts
Dolphin Capital Investors Limited: +30 210 36 14 255
Miltos E Kambourides miltos@dolphincp.com
Pierre A Charalambides pierre@dolphincp.com
Adventis Financial PR
Annie Evangeli aevangeli@adventis.co.uk
020 7034 4757/ 07778 507162
Goldman
Sachs International (Joint Bookrunner) 020 7774 1000
Diego de Giorgi
Andy Richard
Morgan
Stanley (Joint Bookrunner) 020 7425 8000
Gergely Voros
Emmanuel Blouin
Panmure Gordon (Co - Lead Manager) 020
7459 3600
Richard Gray
Dominic Morley
Andrew Potts
Grant Thornton
Corporate Finance (Nominated Adviser) 020
7383 5100
Philip Secrett
Fiona Kindness
Appendix: Terms of Placing
Eligible Participants
Members of the public are not
eligible to take part in the Placing. This announcement and this appendix are
directed only at persons in the United
Kingdom who:
(a) fall within the definition of “investment professional”
within the meaning of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or is a person who is otherwise
described in (a) to (d) of Article 49(2) of the Order; and
(b) is a “qualified investor”
as defined in Article 2.1(e) of the Prospectus Directive (2003/71/EC),
(a person satisfying the requirements in (a) and (b) above being an “Exempted Person”).
If an Exempted Person chooses to
participate in the Placing by making or accepting an offer to acquire new
Common Shares (each such Exempted Person whose participation is accepted by Goldman
Sachs and Morgan Stanley in accordance with this appendix being hereinafter
referred to as a “Subscriber” and,
together, as the “Subscribers”), it
will be deemed to have read and understood this announcement and this appendix
in its entirety and to be making or accepting such offer on the terms and
conditions and to be providing the representations, warranties and
acknowledgements contained in this appendix.
This announcement and appendix do
not constitute an offer to sell or issue or a solicitation of an offer to buy
or subscribe for new Common Shares or Depositary Interests (as defined below) in
any jurisdiction in which to do so would be unlawful. The distribution of this announcement and the
placing and issue of the new Common Shares and Depositary Interests in certain
jurisdictions may be restricted by law.
Persons to whose attention this announcement has been drawn are required
to inform themselves about and to observe any such restrictions.
The Common Shares have not been and will not be
registered under the US Securities Act of 1933 or under the securities laws of any State or
other jurisdiction of the United States, and, subject to certain exceptions,
may not be offered or sold, resold or delivered, directly or indirectly in or
into the United States, or to, or for the account or benefit of, any US persons
(as defined in Regulation S under the US Securities Act). No public offering of the Common Shares is
being made in the United
States.
No money, securities or other consideration from any person inside the United States
is being solicited pursuant to this announcement or the Placing.
General Terms
1.
Goldman
Sachs and Morgan Stanley (together, the “Banks”)
will arrange the Placing as agents for, and on behalf of, the Company in
accordance with the terms of the agreement entered into by the Banks, Panmure
Gordon, Grant Thornton UK LLP, the Company and Dolphin Capital Partners Limited
(the “Investment Manager”) on the
date of this announcement (the “Placing
Agreement”). Participation will only
be available to Exempted Persons invited to participate in the Placing by the
Banks and who agree to the terms of a letter containing various representations
and warranties in favour of the Banks confirming their status as an Exempted
Person and other matters (the “Subscriber
Letter”).
2.
Subject
always to the terms and conditions of the Placing Agreement, the Banks will
begin a bookbuilding exercise on the date of this announcement and, on or
around 22 June 2007 (the “Pricing Date”), will agree the number of Common Shares
to be offered in the Placing (the “Placing
Shares”) and the price per share at which the Placing Shares will be
offered (the “Placing Price”). The number
of Placing Shares being issued and the Placing Price will be communicated to potential
Subscribers on or after the Pricing Date.
3.
The Placing Shares will, when
issued, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary
shares.
4.
The
Placing is conditional on a number of matters set out in the Placing Agreement (the
“Conditions”) including, inter alia: (a) admission to AIM (“Admission”) occurring by 27 June 2007;
(b) none of the representations and warranties made by the Company or the
Investment Manager in the Placing Agreement being untrue, inaccurate or
misleading and no fact or circumstance having arisen which would render any of
the representations and warranties untrue, inaccurate or misleading; and (c) no
event occurring which is, or is reasonably likely to be, materially adverse to
the business, operations, assets, liabilities (including contingent
liabilities), business or financial condition of the Company or its subsidiaries
(whether or not foreseeable at the date of this announcement). The Subscribers acknowledge and agree that the
Banks may exercise their contractual rights to waive or to extend the time
and/or date for fulfilment of any of the Conditions. The Banks, Panmure
Gordon and the Company (and their respective affiliates and people acting on
their behalf) shall not have any liability to any Subscriber (or to any other
person whether acting on behalf of a Subscriber or otherwise) in respect of the
exercise of its contractual rights to waive or to extend the time and/or date
for the satisfaction of any condition in the Placing Agreement or any delay to the
Placing.
5.
The
Banks also have the right to terminate the Placing in the circumstances set out
in the Placing Agreement (“Termination
Rights”), including if, inter alia:
(i) any of the Conditions are not satisfied; (ii) there is a breach of
the terms of the Placing Agreement; or (iii) certain kinds of force majeure events occur.
If the Placing Agreement is terminated prior to Admission, the Placing
will lapse and the rights and obligations of the Subscribers hereunder shall
cease and determine at such time and no claim can be made by any Subscriber in
respect thereof. The Subscribers
acknowledge and agree that the Banks may exercise their Termination Rights and
that none of the Banks, Panmure Gordon or the Company (and their respective
affiliates and people acting on their behalf) shall have any liability to any
Subscriber (or to any other person whether acting on behalf of a Subscriber or
otherwise) in respect of the exercise of the Banks’ Termination Rights or the
termination of the Placing. In the event
of the termination of the Placing, all monies (if any) paid by the Subscribers
to the Banks at such time shall be returned to the Subscribers at their sole
risk without any obligation on the part of the Banks, Panmure Gordon or the Company
(or their respective affiliates or people acting on their behalf) to account
for any interest earned on such funds.
6.
Application will be made for the Admission
of the Placing Shares to trading on AIM.
Subject to the satisfaction or waiver of the Conditions by the Banks and
the Banks not exercising their Termination Rights, it is expected that
Admission will take place, and dealings in the Placing Shares will commence, on
27 June 2007.
7.
No
prospectus has been or will be submitted for approval by the Financial Services
Authority or otherwise produced in relation to the Placing or the Placing
Shares.
Placing and
Settlement Mechanics
8.
A
Bank will (on behalf of the Company) orally communicate to the Subscribers the
number of Placing Shares which the Company has agreed to allocate to it and the
Placing Price for those Placing Shares (the “Allocation”) and a copy of the Subscriber Letter will be provided
to the Subscriber.
9.
Upon
the Subscriber agreeing to accept the Allocation (whether orally or in
writing), an irrevocable and legally binding contractual commitment will be
created in favour of the Banks and the Company to subscribe for the number of
new Placing Shares at the Placing Price comprised in the Allocation on the terms and conditions set out or referred
to in this appendix and subject to the Company’s memorandum and articles of
association (the “Subscriber Commitment”), the
date of the Subscriber Commitment being the “trade date”.
10.
Upon
the Subscriber Commitment arising, the Subscriber will, as
soon as reasonably practicable, return the duly executed Subscriber Letter to
the Banks and provide settlement instruction details.
11.
If
Placing Shares are to be delivered to a custodian or settlement agent of a
Subscriber, the relevant Subscriber should ensure that its settlement
instruction details are copied and delivered immediately to the Exempted Person
within that organization.
12.
The
Banks may at their sole discretion terminate the Subscriber Commitment and the
trade if prior to settlement: (i) the Conditions are not satisfied; (ii)
the Banks exercise their Termination Rights; or (iii) the duly executed
Subscriber Letter (in a form satisfactory to the Banks) is not delivered to the
Banks by the Subscriber and none of the Banks, Panmure Gordon or the Company or
any of their respective affiliates or persons acting on their behalf will have
any liability, responsibility or duty in respect of any such termination of a
Subscriber Commitment or trade.
13.
Placing
Shares in uncertificated form will be represented by depositary interests in
CREST (“Depositary Interests”).
14.
Settlement
of the Subscriber Commitment following Admission will take place through
settlement of the Depositary Interests within CREST, subject to certain
exceptions. Settlement in CREST will
take place on a “delivery versus
payment” basis. The
Banks reserve the right to require settlement for and delivery of the new Placing
Shares to the Subscribers in such other means that they deem necessary if
delivery or settlement of the Depositary Interests is not possible within CREST
within the timetable or manner set out in this announcement or would not be
consistent with the regulatory requirements in the jurisdiction of such Subscribers.
The Banks may, at their sole discretion and upon the request of Subscribers,
also agree to settle transactions with Subscribers by delivery of share
certificates for the Placing Shares.
15.
It
is expected that settlement of the Placing will occur on or around 27 June 2007.
The Banks may in their sole discretion (after consultation with the Company) specify
a later settlement date. On that date
(or a later settlement date specified by the Banks) each Subscriber must pay
the full amount owed in respect of the Subscriber Commitment. Payment must be
made in cleared funds. Interest is
chargeable daily on outstanding amounts to the extent that any amount is not received
on the due date at the rate per annum of 2 percentage points above the Barclays
Bank plc base rate.
16.
If
a Subscriber fails to comply with any of its obligations in this appendix, the Banks
may sell the Placing Shares allocated to such Subscriber (as agent for such Subscriber)
and retain from the proceeds, for its own account and benefit, an amount equal
to the Placing Price plus any interest due.
The relevant Subscriber will, however, remain liable, inter alia, for any shortfall below the
Placing Price and it may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may arise upon the
sale of its Placing Shares on its behalf.
17.
Commissions
will not be paid to Subscribers in connection with the Placing.
18.
Time
shall be of the essence as regards the obligations of Subscribers to settle
payment for the Placing Shares and to comply with their other obligations under
this appendix.
19.
Insofar
as the Placing Shares are to be registered in the name of a Subscriber or that
of its nominee, such Placing Shares will, subject to what is provided below, be
so registered free from any liability to stamp duty or stamp duty reserve tax.
Representations and Warranties by
Subscribers
By participating in the Placing,
each Subscriber (and any person acting on its behalf):
1.
Represents
and warrants that it has read this announcement (including this appendix) in
its entirety and acknowledges that its participation in the Placing will be
governed by the terms of this announcement and appendix and the Subscriber
Letter;
2.
Acknowledges
that no prospectus or other offering document has been prepared in connection
with the Placing;
3.
Represents,
warrants and undertakes that it will subscribe for the Placing Shares allocated
to it in the Placing in accordance with its Subscriber Commitment and pay up
for the same in accordance with the terms of this appendix, failing which the
relevant Placing Shares may be placed with other Subscribers or sold as the
Banks determine and without incurring any liability to such Subscriber;
4.
Undertakes
that it will do all things necessary to ensure that payment for the Placing
Shares and delivery is completed in accordance with the standing CREST
instructions (or, where applicable, standing certificated settlement
instructions) agreed with the Banks and deliver all documents necessary for
such settlement;
5.
Undertakes
and acknowledges that its obligations under a Subscriber Commitment are legally
binding and irrevocable;
6.
Acknowledges
and agrees that this announcement,
which has been issued by the Company, is the sole responsibility of the
Company;
7.
Acknowledges
and agrees that it has not been,
and will not be, given any warranty or representation in relation to the
Placing Shares or to the Company and has not relied on any such representation
or warranty;
8.
Represents
and undertakes that, by the settlement date, it will have validly executed the Subscriber
Letter and that the representations and warranties therein are true, accurate
and not misleading and that the representations and warranties in the
Subscriber Letter form an integral part of the Subscriber Commitment;
9.
Represents
and warrants that it (or the beneficial owner, as applicable) is entitled to
subscribe for Placing Shares under the laws of all relevant jurisdictions which
apply to it and that it has fully observed such laws and obtained all such
governmental and other guarantees and other consents which may be required
thereunder and complied with all necessary formalities;
10.
Represents
and warrants that it has complied with its obligations in connection with money
laundering and terrorist financing under the Criminal Justice Act 1993 and the
Money Laundering Regulations 2003 (together, the “Regulations”) and, if it is making payment on behalf of a third
party, that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the Regulations;
11.
Represents
and warrants that its obligations under the Placing are valid, binding and
enforceable and that it has all necessary power, capacity and authority, and
has obtained all necessary conse