Placing of Shares
Dolphin Capital Investors Limited
14 June 2007
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 their respective 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 is made to and 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 consents and authorities
to enable it to acquire and pay for the Placing Shares, participate in the
Placing and to perform its obligations in relation thereto and will honour its
obligations (including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to agree to the
terms set out or referred to in this announcement);
12. Undertakes and agrees that: (i) the person whom it specifies
for registration as holder of the Placing Shares will be (a) the Subscriber or
(b) a nominee of the Subscriber; (ii) none of the Banks, Panmure Gordon or the
Company or any of their respective affiliates or persons acting on their behalf
will be responsible for any liability to stamp duty or stamp duty reserve tax
resulting from a Subscriber's (or its nominee's) participation in the Placing;
and (iii) the Subscribers for any uncertificated Placing Shares and any person
acting on its behalf agrees to subscribe on the basis that the new Depositary
Interests will first be allotted to the CREST account of Goldman Sachs who will
act as settlement agent in order to facilitate the settlement process;
13. Represents and warrants that the issue to the Subscriber, or
the person specified by such Subscriber for registration as holder of Placing
Shares, will not give rise to a liability under any sections 67, 70, 93 or 96 of
the Finance Act 1986;
14. Acknowledges that a Subscriber's subscription (and/or the
subscription of a person for whom it is 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 directly from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being acquired in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there were any such
arrangement, or the settlement related to other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax may be payable, for which none of the
Banks, Panmure Gordon or the Company or any of their respective affiliates or
persons acting on their behalf will be responsible. If this is the case, the
relevant Subscriber should take its own advice and notify the Banks accordingly.
In addition, Subscribers will be liable for any capital duty, 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 by them or any other person on the subscription or acquisition by them
of any Placing Shares or the agreement by them to acquire any Placing Shares;
15. Acknowledges and agrees that any monies of any Subscriber or
any person acting on behalf of the Subscriber held or received by the Banks will
not be subject to the protections conferred by the Financial Services
Authority's 'Client Money Rules'. As a consequence, these monies will not be
segregated from the monies of the Banks and may be used by the Banks in the
course of its business, and the relevant Subscriber or any person acting on its
behalf may therefore rank as a general creditor of the Banks; and
16. Acknowledges that the agreements entered into by it pursuant
to these terms and conditions shall be governed by and construed in accordance
with the laws of England and it submits (on behalf of itself and on behalf of
any person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract.
The acknowledgments, undertakings, representations and warranties above and in
the Subscriber Letter are given to each of the Banks, Panmure Gordon and the
Company and are irrevocable. The Banks, the Company and Panmure Gordon will
rely upon the truth and accuracy of the foregoing acknowledgements,
undertakings, representations and warranties. Nothing in this appendix shall
exclude any liability of any person for fraud or fraudulent misrepresentation on
its part.
Further Notices
The Placing Shares and Depository Interests referred to in this announcement
have not been and will not be registered under the US Securities Act of 1933 or
the securities laws of any state of the United States, and may not be offered or
sold, taken up, delivered or transferred (directly or indirectly) and will not
qualify for sale within the United States. There will be no public offer of the
Placing Shares or the Depositary Interests in the United States. The Placing
Shares and Depositary Interests have not been recommended, approved or
disapproved by any United States federal or state securities commission or
regulatory authority. Furthermore, the foregoing authorities have not confirmed
the accuracy or determined the adequacy of this announcement. Any
representation to the contrary is a criminal offence in the United States.
The Placing Shares and Depositary Interests will not be lodged or registered
with the Australian Securities and Investments Commission under Australia's
Corporations Law and are not being offered for subscription or sale and may not
be directly or indirectly offered, sold or delivered in or into Australia or for
account or benefit of any person or corporation in (or with a registered address
in) Australia.
No document in relation to the Placing Shares or the Depositary Interests has
been or will be lodged with the Registrar of Companies in the Republic of
Ireland and the Placing Shares will not be offered, sold or delivered, directly
or indirectly in the Republic of Ireland. All subscribers for Placing Shares
must provide addresses outside the Republic or Ireland for the receipt of
certificates for Placing Shares.
The relevant clearances have not been, and will not be obtained from the
Ministry of Finance of Japan and no circular in relation to the Placing Shares
or the Depositary Interests has been or will be lodged with or registered by the
Ministry of Finance of Japan. Neither the Placing Shares nor the Depositary
Interests may therefore be offered or sold, directly or indirectly in or into
Japan, its territories and possessions and any areas subject to its
jurisdiction.
The approval of the South African Exchange Control Authorities has not been, and
will not be, obtain in relation to the Placing Shares or the Depositary
Interests. Neither the Placing Shares not the Depositary Interests may
therefore be offered or sold directly or indirectly in or into South Africa.
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