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