Dci Advisors Regulatory News (DCI)

14 Jun 2007 07:02

Dolphin Capital Investors Limited14 June 2007 Not for release, publication or distribution in whole or in part, in or into theUnited States, Canada, Australia, the Republic of Ireland, the Republic of SouthAfrica, Japan or any other jurisdiction if to do so would constitute a violationof 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"), theleading investor in the residential resort sector in south-east Europe and oneof the largest real estate investment companies listed on AIM, announces aplacing (the "Placing") of new common shares of €0.01 each ("Common Shares") toraise up to €500 million (before expenses). The net proceeds of the Placing willbe 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, jointbookrunners and placing agents and Panmure Gordon (Broking) Limited ("Panmure")as lead manager in connection with the Placing. A placing agreement has beenentered into on the date of this announcement (the "Placing Agreement") underwhich Goldman Sachs and Morgan Stanley have each agreed, subject to thesatisfaction of certain conditions, to use reasonable endeavours to procuresubscribers for new Common Shares to be issued to raise up to a targeted €500million. The Placing is not underwritten. The Placing is expected to close on or around 27 June 2007 and will be conductedin accordance with the terms and conditions set out in the appendix to thisannouncement and the Placing Agreement. The number of Common Shares to be issuedpursuant to the Placing (the "Placing Shares") and the price at which thePlacing Shares will be issued will be determined at the close of thebookbuilding exercise to be undertaken by Goldman Sachs and Morgan Stanley andis, 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) setsout further information and the terms and conditions of the Placing. ThePlacing is subject to admission of the new Common Shares to trading on AIM. Thenew Common Shares will rank pari passu in all respects with the existing CommonShares traded on AIM. Notices This announcement has been issued by Dolphin and is the sole responsibility ofDolphin. Goldman Sachs, Morgan Stanley and Panmure Gordon are each acting for Dolphin andno-one else in connection with the Placing. Goldman Sachs, Morgan Stanley andPanmure Gordon will not be responsible to anyone other than Dolphin forproviding the protections afforded to their respective clients, nor forproviding advice in relation to the Placing or any other matter referred to inthis announcement. This announcement is for information purposes only and does not constitute anoffer or an invitation to acquire or dispose of any securities or investmentadvice in any jurisdiction. This announcement does not constitute an offer to sell or issue or thesolicitation of an offer to buy or subscribe for securities in the UnitedStates, Canada, Australia, the Republic of Ireland, the Republic of South Africaor Japan or any other jurisdiction in which such offer or solicitation isunlawful and should not be relied upon in connection with any decision toacquire the Placing Shares or any other securities of Dolphin (as furtherdescribed in the appendix to this announcement). Contacts Dolphin Capital Investors Limited: +30 210 36 14 255Miltos E Kambourides miltos@dolphincp.comPierre A Charalambides pierre@dolphincp.com Adventis Financial PRAnnie Evangeli aevangeli@adventis.co.uk 020 7034 4757/ 07778 507162 Goldman Sachs International (Joint Bookrunner) 020 7774 1000Diego de GiorgiAndy Richard Morgan Stanley (Joint Bookrunner) 020 7425 8000Gergely VorosEmmanuel Blouin Panmure Gordon (Co - Lead Manager) 020 7459 3600Richard GrayDominic MorleyAndrew Potts Grant Thornton Corporate Finance (Nominated Adviser) 020 7383 5100Philip SecrettFiona Kindness Appendix: Terms of Placing Eligible Participants Members of the public are not eligible to take part in the Placing. Thisannouncement and this appendix is made to and directed only at persons in theUnited Kingdom who: (a) fall within the definition of "investment professional" within themeaning of Article 19(5) of the Financial Services and Markets Act 2000(Financial Promotion) Order 2005 (the "Order") or is a person who is otherwisedescribed 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 theProspectus Directive (2003/71/EC), (a person satisfying the requirements in (a) and (b) above being an "ExemptedPerson"). If an Exempted Person chooses to participate in the Placing by making oraccepting an offer to acquire new Common Shares (each such Exempted Person whoseparticipation is accepted by Goldman Sachs and Morgan Stanley in accordance withthis appendix being hereinafter referred to as a "Subscriber" and, together, asthe "Subscribers"), it will be deemed to have read and understood thisannouncement and this appendix in its entirety and to be making or acceptingsuch 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 asolicitation of an offer to buy or subscribe for new Common Shares or DepositaryInterests (as defined below) in any jurisdiction in which to do so would beunlawful. The distribution of this announcement and the placing and issue ofthe new Common Shares and Depositary Interests in certain jurisdictions may berestricted by law. Persons to whose attention this announcement has been drawnare required to inform themselves about and to observe any such restrictions. The Common Shares have not been and will not be registered under the USSecurities Act of 1933 or under the securities laws of any State or otherjurisdiction of the United States, and, subject to certain exceptions, may notbe offered or sold, resold or delivered, directly or indirectly in or into theUnited States, or to, or for the account or benefit of, any US persons (asdefined in Regulation S under the US Securities Act). No public offering of theCommon Shares is being made in the United States. No money, securities or otherconsideration from any person inside the United States is being solicitedpursuant 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 inaccordance with the terms of the agreement entered into by the Banks, PanmureGordon, Grant Thornton UK LLP, the Company and Dolphin Capital Partners Limited(the "Investment Manager") on the date of this announcement (the "PlacingAgreement"). Participation will only be available to Exempted Persons invitedto participate in the Placing by the Banks and who agree to the terms of aletter containing various representations and warranties in favour of the Banksconfirming their status as an Exempted Person and other matters (the "SubscriberLetter"). 2. Subject always to the terms and conditions of the PlacingAgreement, the Banks will begin a bookbuilding exercise on the date of thisannouncement and, on or around 22 June 2007 (the "Pricing Date"), will agree thenumber of Common Shares to be offered in the Placing (the "Placing Shares") andthe price per share at which the Placing Shares will be offered (the "PlacingPrice"). The number of Placing Shares being issued and the Placing Price will becommunicated to potential Subscribers on or after the Pricing Date. 3. The Placing Shares will, when issued, be credited as fullypaid and will rank pari passu in all respects with the existing issued ordinaryshares. 4. The Placing is conditional on a number of matters set outin the Placing Agreement (the "Conditions") including, inter alia: (a) admissionto AIM ("Admission") occurring by 27 June 2007; (b) none of the representationsand warranties made by the Company or the Investment Manager in the PlacingAgreement being untrue, inaccurate or misleading and no fact or circumstancehaving arisen which would render any of the representations and warrantiesuntrue, inaccurate or misleading; and (c) no event occurring which is, or isreasonably likely to be, materially adverse to the business, operations, assets,liabilities (including contingent liabilities), business or financial conditionof the Company or its subsidiaries (whether or not foreseeable at the date ofthis announcement). The Subscribers acknowledge and agree that the Banks mayexercise their contractual rights to waive or to extend the time and/or date forfulfilment of any of the Conditions. The Banks, Panmure Gordon and the Company(and their respective affiliates and people acting on their behalf) shall nothave any liability to any Subscriber (or to any other person whether acting onbehalf of a Subscriber or otherwise) in respect of the exercise of itscontractual rights to waive or to extend the time and/or date for thesatisfaction of any condition in the Placing Agreement or any delay to thePlacing. 5. The Banks also have the right to terminate the Placing inthe 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 kindsof force majeure events occur. If the Placing Agreement is terminated prior toAdmission, the Placing will lapse and the rights and obligations of theSubscribers hereunder shall cease and determine at such time and no claim can bemade by any Subscriber in respect thereof. The Subscribers acknowledge andagree that the Banks may exercise their Termination Rights and that none of theBanks, Panmure Gordon or the Company (and their respective affiliates and peopleacting on their behalf) shall have any liability to any Subscriber (or to anyother person whether acting on behalf of a Subscriber or otherwise) in respectof the exercise of the Banks' Termination Rights or the termination of thePlacing. 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 theSubscribers at their sole risk without any obligation on the part of the Banks,Panmure Gordon or the Company (or their respective affiliates or people actingon their behalf) to account for any interest earned on such funds. 6. Application will be made for the Admission of the PlacingShares to trading on AIM. Subject to the satisfaction or waiver of theConditions by the Banks and the Banks not exercising their Termination Rights,it is expected that Admission will take place, and dealings in the PlacingShares will commence, on 27 June 2007. 7. No prospectus has been or will be submitted for approval bythe Financial Services Authority or otherwise produced in relation to thePlacing or the Placing Shares. Placing and Settlement Mechanics 8. A Bank will (on behalf of the Company) orally communicateto the Subscribers the number of Placing Shares which the Company has agreed toallocate 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 contractualcommitment will be created in favour of the Banks and the Company to subscribefor the number of new Placing Shares at the Placing Price comprised in theAllocation on the terms and conditions set out or referred to in this appendixand subject to the Company's memorandum and articles of association (the "Subscriber Commitment"), the date of the Subscriber Commitment being the "tradedate". 10. Upon the Subscriber Commitment arising, the Subscriber will,as soon as reasonably practicable, return the duly executed Subscriber Letter tothe Banks and provide settlement instruction details. 11. If Placing Shares are to be delivered to a custodian orsettlement agent of a Subscriber, the relevant Subscriber should ensure that itssettlement instruction details are copied and delivered immediately to theExempted Person within that organization. 12. The Banks may at their sole discretion terminate theSubscriber Commitment and the trade if prior to settlement: (i) the Conditionsare not satisfied; (ii) the Banks exercise their Termination Rights; or (iii)the duly executed Subscriber Letter (in a form satisfactory to the Banks) is notdelivered to the Banks by the Subscriber and none of the Banks, Panmure Gordonor the Company or any of their respective affiliates or persons acting on theirbehalf will have any liability, responsibility or duty in respect of any suchtermination of a Subscriber Commitment or trade. 13. Placing Shares in uncertificated form will be represented bydepositary interests in CREST ("Depositary Interests"). 14. Settlement of the Subscriber Commitment following Admissionwill 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 requiresettlement for and delivery of the new Placing Shares to the Subscribers in suchother means that they deem necessary if delivery or settlement of the DepositaryInterests is not possible within CREST within the timetable or manner set out inthis announcement or would not be consistent with the regulatory requirements inthe jurisdiction of such Subscribers. The Banks may, at their sole discretionand upon the request of Subscribers, also agree to settle transactions withSubscribers by delivery of share certificates for the Placing Shares. 15. It is expected that settlement of the Placing will occur onor around 27 June 2007. The Banks may in their sole discretion (afterconsultation with the Company) specify a later settlement date. On that date(or a later settlement date specified by the Banks) each Subscriber must pay thefull amount owed in respect of the Subscriber Commitment. Payment must be madein cleared funds. Interest is chargeable daily on outstanding amounts to theextent that any amount is not received on the due date at the rate per annum of2 percentage points above the Barclays Bank plc base rate. 16. If a Subscriber fails to comply with any of its obligationsin this appendix, the Banks may sell the Placing Shares allocated to suchSubscriber (as agent for such Subscriber) and retain from the proceeds, for itsown account and benefit, an amount equal to the Placing Price plus any interestdue. The relevant Subscriber will, however, remain liable, inter alia, for anyshortfall below the Placing Price and it may be required to bear any stamp dutyor stamp duty reserve tax (together with any interest or penalties) which mayarise upon the sale of its Placing Shares on its behalf. 17. Commissions will not be paid to Subscribers in connectionwith the Placing. 18. Time shall be of the essence as regards the obligations ofSubscribers to settle payment for the Placing Shares and to comply with theirother obligations under this appendix. 19. Insofar as the Placing Shares are to be registered in thename of a Subscriber or that of its nominee, such Placing Shares will, subjectto what is provided below, be so registered free from any liability to stampduty or stamp duty reserve tax. Representations and Warranties by Subscribers By participating in the Placing, each Subscriber (and any person acting on itsbehalf): 1. Represents and warrants that it has read this announcement(including this appendix) in its entirety and acknowledges that itsparticipation in the Placing will be governed by the terms of this announcementand appendix and the Subscriber Letter; 2. Acknowledges that no prospectus or other offering documenthas been prepared in connection with the Placing; 3. Represents, warrants and undertakes that it will subscribefor the Placing Shares allocated to it in the Placing in accordance with itsSubscriber Commitment and pay up for the same in accordance with the terms ofthis appendix, failing which the relevant Placing Shares may be placed withother Subscribers or sold as the Banks determine and without incurring anyliability to such Subscriber; 4. Undertakes that it will do all things necessary to ensurethat payment for the Placing Shares and delivery is completed in accordance withthe standing CREST instructions (or, where applicable, standing certificatedsettlement instructions) agreed with the Banks and deliver all documentsnecessary for such settlement; 5. Undertakes and acknowledges that its obligations under aSubscriber Commitment are legally binding and irrevocable; 6. Acknowledges and agrees that this announcement, which hasbeen issued by the Company, is the sole responsibility of the Company; 7. Acknowledges and agrees that it has not been, and will notbe, given any warranty or representation in relation to the Placing Shares or tothe Company and has not relied on any such representation or warranty; 8. Represents and undertakes that, by the settlement date, itwill have validly executed the Subscriber Letter and that the representationsand warranties therein are true, accurate and not misleading and that therepresentations and warranties in the Subscriber Letter form an integral part ofthe 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 allrelevant jurisdictions which apply to it and that it has fully observed suchlaws and obtained all such governmental and other guarantees and other consentswhich may be required thereunder and complied with all necessary formalities; 10. Represents and warrants that it has complied with itsobligations in connection with money laundering and terrorist financing underthe Criminal Justice Act 1993 and the Money Laundering Regulations 2003(together, the "Regulations") and, if it is making payment on behalf of a thirdparty, that satisfactory evidence has been obtained and recorded by it to verifythe identity of the third party as required by the Regulations; 11. Represents and warrants that its obligations under thePlacing are valid, binding and enforceable and that it has all necessary power,capacity and authority, and has obtained all necessary consents and authoritiesto enable it to acquire and pay for the Placing Shares, participate in thePlacing and to perform its obligations in relation thereto and will honour itsobligations (including, without limitation, in the case of any person on whosebehalf it is acting, all necessary consents and authorities to agree to theterms set out or referred to in this announcement); 12. Undertakes and agrees that: (i) the person whom it specifiesfor 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 theCompany or any of their respective affiliates or persons acting on their behalfwill be responsible for any liability to stamp duty or stamp duty reserve taxresulting from a Subscriber's (or its nominee's) participation in the Placing;and (iii) the Subscribers for any uncertificated Placing Shares and any personacting on its behalf agrees to subscribe on the basis that the new DepositaryInterests will first be allotted to the CREST account of Goldman Sachs who willact as settlement agent in order to facilitate the settlement process; 13. Represents and warrants that the issue to the Subscriber, orthe person specified by such Subscriber for registration as holder of PlacingShares, will not give rise to a liability under any sections 67, 70, 93 or 96 ofthe Finance Act 1986; 14. Acknowledges that a Subscriber's subscription (and/or thesubscription of a person for whom it is contracting as agent) free of stamp dutyand stamp duty reserve tax depends on the settlement relating only to asubscription by it and/or such person directly from the Company for the PlacingShares in question. Such agreement assumes that the Placing Shares are notbeing acquired in connection with arrangements to issue depositary receipts orto transfer the Placing Shares into a clearance service. If there were any sucharrangement, 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 theBanks, Panmure Gordon or the Company or any of their respective affiliates orpersons acting on their behalf will be responsible. If this is the case, therelevant Subscriber should take its own advice and notify the Banks accordingly. In addition, Subscribers will be liable for any capital duty, stamp duty andall other stamp, issue, securities, transfer, registration, documentary or otherduties or taxes (including any interest, fines or penalties relating thereto)payable by them or any other person on the subscription or acquisition by themof any Placing Shares or the agreement by them to acquire any Placing Shares; 15. Acknowledges and agrees that any monies of any Subscriber orany person acting on behalf of the Subscriber held or received by the Banks willnot be subject to the protections conferred by the Financial ServicesAuthority's "Client Money Rules". As a consequence, these monies will not besegregated from the monies of the Banks and may be used by the Banks in thecourse of its business, and the relevant Subscriber or any person acting on itsbehalf may therefore rank as a general creditor of the Banks; and 16. Acknowledges that the agreements entered into by it pursuantto these terms and conditions shall be governed by and construed in accordancewith the laws of England and it submits (on behalf of itself and on behalf ofany person on whose behalf it is acting) to the exclusive jurisdiction of theEnglish courts as regards any claim, dispute or matter arising out of any suchcontract. The acknowledgments, undertakings, representations and warranties above and inthe Subscriber Letter are given to each of the Banks, Panmure Gordon and theCompany and are irrevocable. The Banks, the Company and Panmure Gordon willrely upon the truth and accuracy of the foregoing acknowledgements,undertakings, representations and warranties. Nothing in this appendix shallexclude any liability of any person for fraud or fraudulent misrepresentation onits part. Further Notices The Placing Shares and Depository Interests referred to in this announcementhave not been and will not be registered under the US Securities Act of 1933 orthe securities laws of any state of the United States, and may not be offered orsold, taken up, delivered or transferred (directly or indirectly) and will notqualify for sale within the United States. There will be no public offer of thePlacing Shares or the Depositary Interests in the United States. The PlacingShares and Depositary Interests have not been recommended, approved ordisapproved by any United States federal or state securities commission orregulatory authority. Furthermore, the foregoing authorities have not confirmedthe accuracy or determined the adequacy of this announcement. Anyrepresentation to the contrary is a criminal offence in the United States. The Placing Shares and Depositary Interests will not be lodged or registeredwith the Australian Securities and Investments Commission under Australia'sCorporations Law and are not being offered for subscription or sale and may notbe directly or indirectly offered, sold or delivered in or into Australia or foraccount or benefit of any person or corporation in (or with a registered addressin) Australia. No document in relation to the Placing Shares or the Depositary Interests hasbeen or will be lodged with the Registrar of Companies in the Republic ofIreland and the Placing Shares will not be offered, sold or delivered, directlyor indirectly in the Republic of Ireland. All subscribers for Placing Sharesmust provide addresses outside the Republic or Ireland for the receipt ofcertificates for Placing Shares. The relevant clearances have not been, and will not be obtained from theMinistry of Finance of Japan and no circular in relation to the Placing Sharesor the Depositary Interests has been or will be lodged with or registered by theMinistry of Finance of Japan. Neither the Placing Shares nor the DepositaryInterests may therefore be offered or sold, directly or indirectly in or intoJapan, its territories and possessions and any areas subject to itsjurisdiction. The approval of the South African Exchange Control Authorities has not been, andwill not be, obtain in relation to the Placing Shares or the DepositaryInterests. Neither the Placing Shares not the Depositary Interests maytherefore be offered or sold directly or indirectly in or into South Africa. This information is provided by RNS The company news service from the London Stock Exchange