Starwood completes the public cash offer to the shareholders of Victoria Park

  • Starwood’s Offer has been accepted by shareholders representing a total of 27,074,397 Class A, 32,486,304 Class B and 180,348 preference shares, corresponding to 24.4 per cent of all shares and 32.1 per cent of all votes in Victoria Park.
  • Starwood completes the Offer to the shareholders of Victoria Park and all conditions for the completion of the Offer have thus been met or waived.
  • Starwood confirms that settlement will commence on or around 11 June 2018.
  • The acceptance period expired on 1 June 2018 and will not be extended.

On 1 April 2018, Starwood Global Opportunity Fund XI, managed by Starwood Capital Group ("Starwood"), through its wholly owned subsidiary HomeStar InvestCo AB ("HomeStar InvestCo"), announced a public cash offer to the shareholders of Victoria Park AB (publ) ("Victoria Park") at a price of SEK 34.00[1] in cash per each Class A and Class B share and SEK 315.00 in cash per each preference share (the "Offer").

At the end of the acceptance period on 1 June 2018, the Offer had been accepted by shareholders representing a total of 27,074,397 Class A, 32,486,304 Class B and 180,348 preference shares, corresponding to 24.4 per cent of all shares and 32.1 per cent of all votes in Victoria Park. HomeStar InvestCo nor Starwood have acquired any shares outside the Offer during the acceptance period and do not hold any other financial instruments that provide a financial exposure to shares in Victoria Park. Thus, the outcome of the Offer entails that HomeStar InvestCo will control a total of 27,074,397 Class A, 32,486,304 Class B and 180,348 preference shares, corresponding to 24.4 per cent of all shares and 32.1 per cent of all votes in Victoria Park.

HomeStar InvestCo has decided to complete the Offer and all of the conditions for the completion of the Offer have thus been met or waived, including the condition that HomeStar InvestCo would become owner of shares in Victoria Park representing more than 35 per cent of the total number of votes in Victoria Park.

The acceptance period expired on 1 June 2018 and will not be extended. Settlement will be initiated as soon as possible and Starwood confirms that settlement will commence on or about 11 June 2018. Settlement will be effected by distribution of a contract note to those who have accepted the Offer. If the holding is registered in the name of a nominee, settlement will be provided by the nominee. The settlement amount will be paid to the yield account which is connected to the shareholder’s securities account. Shareholders in Victoria Park who do not have a yield account connected to their securities account or whose yield account is incorrect or is a bank giro or postal giro account the settlement may be delayed. In connection with settlement, the shares in Victoria Park will be de-registered from the blocked account which will then be terminated. No notice regarding the removal from the blocked securities account will be sent.

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For additional information please contact:

Information of the Offer is also available on the website for HomeStar InvestCo, www.homestarinvestco.com.

Starwood contact for media and investors

Tom Johnson / Patrick Tucker +1 (212) 371-5999, tbj@abmac.com / pct@abmac.com

Contact for Swedish media and investors

JKL, +46 735 89 23 01, carl.hemeren@jklgroup.com

This press release was submitted for publication on 5 June 2018 at 8:00 CET.

IMPORTANT INFORMATION

This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.

Forward-looking statements

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections as well as benefits of the Offer, are forward-looking statements. Forward-looking statements may generally, but not always, be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “intends,” “estimates,” “projects,” “targets,” “forecasts,” “seeks,” “could,” or the negative of such terms, and other variations on such terms or comparable terminology. Forward-looking statements include, but are not limited to, statements about the expected future business of Victoria Park resulting from and following the Offer. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of HomeStar InvestCo and Victoria Park, including but not limited to the effect of changes in general economic conditions, the level of interest rates, fluctuations in product demand, competition, technological change, employee relations, planning and property regulations, natural disasters and the potential need for increased capital expenditure (such as resulting from increased demand, new business opportunities and deployment of new technologies). Any such forward-looking statements speak only as of the date on which they are made and neither HomeStar InvestCo nor Victoria Park has (or undertakes) any obligation to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.

Offer Restrictions

The Offer is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. This press release and any documentation relating to the Offer are not being published in or distributed to or into and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country. Persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the law of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. HomeStar InvestCo, to the fullest extent permitted by applicable law, disclaims any responsibility or liability for the violations of any such restrictions by any person. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

The Offer is not being made, and will not be made, directly or indirectly, in or into, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa by use of mail or any other means or instrumentality of interstate or foreign commerce, or of any facilities of a national securities exchange, of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or by persons located or resident in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or to any Australian, Canadian, Hong Kong, Japanese, New Zealand or South African persons or any persons located or resident in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.

HomeStar InvestCo will not deliver any consideration from the Offer into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.

Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported acceptance by a person located in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any agent, fiduciary or other intermediate acting on a non-discretionary basis for a principal giving instructions from within Australia, Canada, Hong Kong, Japan, New Zealand or South Africa will be invalid and will not be accepted. Each holder of shares participating in the Offer will represent that it is not an Australian, Canadian, Hong Kong, Japanese, New Zealand or South African person, is not located in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa and is not participating in such Offer from Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or that it is acting on a non-discretionary basis for a principal that is not an Australian, Canadian, Hong Kong, Japanese, New Zealand or South African person, that is located outside Australia, Canada, Hong Kong, Japan, New Zealand or South Africa and that is not giving an order to participate in such Offer from Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.

Notwithstanding the foregoing, HomeStar InvestCo reserves the right to permit the Offer to be accepted by persons not resident in Sweden if, in its sole discretion, HomeStar InvestCo is satisfied that such transaction can be undertaken in compliance with applicable laws and regulations.

Carnegie and Pangea are acting as financial advisers to HomeStar InvestCo, and no one else, in connection with the Offer. Carnegie and Pangea will not be responsible to anyone other than HomeStar InvestCo for providing advice in relation to the Offer. The information has been provided by HomeStar InvestCo and, with respect to Victoria Park, by Victoria Park and taken from Victoria Park’s publicly available information. Carnegie and Pangea have not assumed any obligation to independently verify, and disclaims any liability with respect to, the information herein.

Neither Carnegie nor Pangea, nor any of their respective affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Carnegie or Pangea in connection with this announcement, any statement contained herein, the Offer or otherwise.

The figures reported in this press release have been rounded off as appropriate.


[1] On 1 April 2018, Starwood announced a public cash offer with a consideration for the A and B shares amounting to SEK 34.40 in cash per Class A and Class B share adjusted for any dividends paid or other value transfers executed to shareholders of Class A and B shares for which the record date for such shares occurs before settlement in the Offer. The 2018 annual general meeting resolved on a dividend distribution of SEK 0.40 per ordinary share of Class A and Class B with record date 26 April 2018. The cash consideration for the Class A and Class B shares has due to the aforementioned dividend payment been adjusted downwards from SEK 34.40 to SEK 34.00.                  

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