Starwood Capital Group controlled affiliate announces a public cash offer to the shareholders of Victoria Park

Transcription

1 This press release is nt and must nt, directly r indirectly, be distributed r made public in r int Australia, Canada, Hng Kng, Japan, New Zealand r Suth Africa. The ffer is nt being made t, nr will any tender f shares be accepted frm, hlders in such jurisdictins r elsewhere where their participatin requires further dcumentatin, filings r ther measures in additin t thse required by Swedish law. This is a translatin f the riginal Swedish language press release. In the event f a dispute, the riginal Swedish wrding shall prevail. 1 April 2018 at 6.30 pm CET Starwd Capital Grup cntrlled affiliate annunces a public cash ffer t the sharehlders f Victria Park Starwd Capital Grup ( Starwd ) thrugh a cntrlled affiliate Gldcup AB 1 (under name change t Starlight Residential AB) ( Starlight Residential ), annunces a public cash ffer t the sharehlders f Victria Park AB (publ) ( Victria Park ), t tender all their shares t Starlight Residential (the Offer ). The shares in Victria Park are listed n Nasdaq Stckhlm, Mid Cap ( Nasdaq Stckhlm ). Summary f the Offer: Starlight Residential ffers SEK in cash per Class A and Class B share and SEK in cash per preference share in Victria Park. The ttal value f the Offer amunts t apprximately SEK 8,680 millin. The Offer represents a premium f: Fr the Class A shares: 8.2 per cent cmpared t the clsing price f SEK n Nasdaq Stckhlm n 29 March 2018, being the last trading day prir t the annuncement f the Offer; 7.6 per cent cmpared t the vlume-weighted average price f SEK n Nasdaq Stckhlm, during the last 20 trading days up t and including 29 March 2018; and 14.4 per cent cmpared t the vlume-weighted average price f SEK n Nasdaq Stckhlm, during the last 90 trading days up t and including 29 March 2018; Fr the Class B shares: 8.5 per cent cmpared t the clsing price f SEK n Nasdaq Stckhlm n 29 March 2018, being the last trading day prir t the annuncement f the Offer; 9.1 per cent cmpared t the vlume-weighted average price f SEK n 1 A whlly wned, indirect subsidiary f SOF-11 Internatinal, SCSp, part f a cllectin f entities knwn as Starwd Opprtunity Fund XI and a cntrlled affiliate f Starwd. 2 The Bard f Directrs f Victria Park has prpsed t the 2018 Annual General Meeting t reslve n a dividend distributin f SEK 0.40 per rdinary share with recrd date 26 April In the event that Victria Park pays dividends r executes any ther value transfer t its sharehlders f rdinary shares, fr which the dividend recrd date fr such shares ccurs befre settlement in the Offer, the cash cnsideratin f the Offer will be reduced accrdingly. 3 As f 28 March 2018, the preference shares have traded excluding right t the last dividend f SEK 5 per preference share, which were reslved by the 2017 Annual General Meeting. Recrd date fr this payment was 29 March 2018 and payment is expected t ccur n 5 April The cash cnsideratin fr the preference shares will nt be adjusted dwnwards due t this dividend payment. The Bard f Directrs f Victria Park has prpsed the 2018 Annual General Meeting t reslve n a dividend distributin f SEK 20 per preference share t be paid n a quarterly basis with recrd dates n 29 June 2018, 28 September 2018, 28 December 2018 and 29 March 2019 t hlders f preference shares. In the event that Victria Park pays dividends, in excess f tday s detached dividend amunt, r executes any ther value transfer t its sharehlders f preference shares, fr which the dividend recrd date fr such shares ccurs befre settlement in the Offer, the cash cnsideratin fr the preference shares will be reduced accrdingly.

2 Nasdaq Stckhlm, during the last 20 trading days up t and including 29 March 2018; and 14.0 per cent cmpared t the vlume-weighted average price f SEK n Nasdaq Stckhlm, during the last 90 trading days up t and including 29 March 2018; Fr the preference shares: 0.6 per cent cmpared t the clsing price f SEK 313 n Nasdaq Stckhlm n 29 March 2018, being the last trading day prir t the annuncement f the Offer; 1.5 per cent cmpared t the vlume-weighted average price f SEK n Nasdaq Stckhlm, during the last 20 trading days up t and including 29 March 2018; and 3.3 per cent cmpared t the vlume-weighted average price f SEK n Nasdaq Stckhlm, during the last 90 trading days up t and including 29 March 2018; and 16.0 per cent cmpared t Victria Park s EPRA NAV (lng term net asset value) per rdinary share f SEK as f 31 December 2017 and 41.2 per cent greater than bk equity per rdinary share f SEK as f 31 December Irrevcable undertakings t accept the Offer have been received frm six majr sharehlders f Victria Park, cmprising in ttal f 54,208,049 Class A and Class B shares crrespnding t 22.2 per cent f the ttal number f shares and 31.5 per cent f the ttal number f vtes in Victria Park. Mre infrmatin n such undertakings are set ut in sectin Undertakings frm sharehlders t accept the Offer. An ffer dcument detailing the Offer is expected t be made public n r arund 27 April 2018 and the acceptance perid is expected t cmmence n r arund 2 May 2018 and end n r arund 1 June Caleb Mercer, Vice President at Starwd, said: Starwd Capital Grup is a glbal real estate investment firm which in recent years has invested acrss ffice, htel, retail, fr-sale residential and lgistics in Scandinavia. Victria Park represents an pprtunity fr us t enter the rentedresidential sectr in Sweden. As ne f the largest multifamily wners in the US, with ver 100,000 units currently under management, we believe that we are an apprpriate investr t back Victria Park in the next phase f its capital-intensive investment prgramme t upgrade its prperties. Backgrund and reasns fr the Offer The prfile and nature f Victria Park fit Starwd s investment criteria and prvides an pprtunity fr Starwd t enter the rented residential sectr in Sweden. The acquisitin wuld cnstitute a natural cmplement t Starwd Capital Grup s existing investments in Sweden and internatinal residential investments in line with Starwd s verall crprate strategy. Victria Park has a strng management team and is an attractive platfrm fr Starwd t invest in. 4 T enable a cmparisn n a like-fr-like basis, the histrical vlume-weighted average price has been adjusted fr the impact f accrued dividend due t the detachment f dividend f SEK 5 per preference share as f 28 March See abve

3 Starwd has been ne f the largest internatinal real estate investrs in Scandinavia in recent years, having aggregated a real estate prtfli acrss ffice, htel, retail, lgistics and residential develpment. Frm its real estate investments, Starwd is well knwn when it cmes t backing management teams in creating successful real estate businesses. Against this backgrund, Starwd believes that it wuld be an apprpriate investr t back Victria Park in the next phase f its develpment and grwth. Starwd hlds the Victria Park rganisatin and emplyees in high regard and intends t preserve the gd emplyee relatins and strng culture that exist at Victria Park. On the basis f Starwd s knwledge f Victria Park, its strategy and the current market cnditins, it is Starlight Residential s intentin t wrk with the existing management team and emplyees t develp and expand Victria Park as an imprtant part f the wrldwide real estate activities f Starwd. Further, Starwd cnsiders that the Offer is financially attractive and prvides Victria Park s sharehlders with an pprtunity t realise the financial value frm their investments at bth high multiples and a significant premium cmpared t bth the current market price f Victria Park s shares and its EPRA NAV. The Offer Starlight Residential ffers SEK in cash per each Class A and Class B share and SEK in cash per each preference share in Victria Park. The ttal value f the Offer amunts t apprximately SEK 8,680 millin fr the 243,906,359 shares. The Offer represents a premium f: Fr the Class A shares: 8.2 per cent cmpared t the clsing price f SEK n Nasdaq Stckhlm n 29 March 2018, being the last trading day prir t the annuncement f the Offer; 7.6 per cent cmpared t the vlume-weighted average price f SEK n Nasdaq Stckhlm, during the last 20 trading days up t and including 29 March 2018; and 14.4 per cent cmpared t the vlume-weighted average price f SEK n Nasdaq Stckhlm, during the last 90 trading days up t and including 29 March 2018; Fr the Class B shares: 8.5 per cent cmpared t the clsing price f SEK n Nasdaq Stckhlm n 29 March 2018, being the last trading day prir t the annuncement f the Offer; 9.1 per cent cmpared t the vlume-weighted average price f SEK n Nasdaq Stckhlm, during the last 20 trading days up t and including 6 The Bard f Directrs f Victria Park has prpsed t the 2018 Annual General Meeting f Victria Park t reslve n a dividend distributin f SEK 0.40 per rdinary share with recrd date 26 April In the event that Victria Park pays dividends r executes any ther value transfer t its sharehlders f rdinary shares, fr which the dividend recrd date fr such shares ccurs befre settlement in the Offer, the cash cnsideratin f the Offer will be reduced accrdingly. 7 As f 28 March 2018, the preference shares have traded excluding right t the last dividend f SEK 5 per preference share, which were reslved by the 2017 Annual General Meeting. Recrd date fr this payment was 29 March 2018 and payment is expected t ccur n 5 April The cash cnsideratin fr the preference shares will nt be adjusted dwnwards due t this dividend payment. The Bard f Directrs f Victria Park has prpsed the 2018 Annual General Meeting t reslve n a dividend distributin f SEK 20 per preference share t be paid n a quarterly basis with recrd dates n 29 June 2018, 28 September 2018, 28 December 2018 and 29 March 2019 t hlders f preference shares. In the event that Victria Park pays dividends, in excess f tday s detached dividend amunt, r executes any ther value transfer t its sharehlders f preference shares, fr which the dividend recrd date fr such shares ccurs befre settlement in the Offer, the cash cnsideratin fr the preference shares will be reduced accrdingly.

4 29 March 2018; and 14.0 per cent cmpared t the vlume-weighted average price f SEK n Nasdaq Stckhlm, during the last 90 trading days up t and including 29 March 2018; Fr the preference shares: 0.6 per cent cmpared t the clsing price f SEK 313 n Nasdaq Stckhlm n 29 March 2018, being the last trading day prir t the annuncement f the Offer; 1.5 per cent cmpared t the vlume-weighted average price f SEK n Nasdaq Stckhlm, during the last 20 trading days up t and including 29 March 2018; and 3.3 per cent cmpared t the vlume-weighted average price f SEK n Nasdaq Stckhlm, during the last 90 trading days up t and including 29 March 2018; and 16.0 per cent cmpared t Victria Park s EPRA NAV (lng term net asset value) per rdinary share f SEK as f 31 December 2017 and 41.2 per cent greater than bk equity per rdinary share f SEK as f 31 December N cmmissin will be charged t thse wh tender shares in cnnectin with the Offer. Certain clsely related parties Tw f the Bard members f Victria Park, Greg Dingizian and Isabelle Wikner, have thrugh affiliates, irrevcably undertaken t accept the Offer, which means that they are disqualified frm the Bard f Directrs f Victria Park in dealing with issues relating t the Offer, in cmpliance with the Takever Rules issued by Nasdaq Stckhlm (the "Takever Rules"). The Bard f Directrs f Victria Park has therefre set up a Bid Cmmittee, cnsisting f the Chairman f the Bard B Frsén and Bard members Lennart Sten and Henrik Bnde, which deals with issues related t the Offer. See further sectin Undertakings frm sharehlders t accept the Offer. Starlight Residential wns n shares in Victria Park Neither Starlight Residential nr any ther clsely related cmpany r clsely related party wn any Class A, Class B r preference shares in Victria Park at the time f this annuncement. Starlight Residential has nt acquired r agreed t acquire any shares in Victria Park, r any ther financial instruments that give a financial expsure equivalent t a sharehlding in Victria Park, during the six mnth-perid preceding the annuncement f the Offer, ther than entering int such undertakings as set ut in sectin Undertakings frm sharehlders t accept the Offer. Starlight Residential may acquire, r enter int arrangements t acquire, shares in Victria Park utside the Offer. Any such acquisitins made r arranged will be in accrdance with applicable law, including but nt limited t Swedish law and the Takever Rules and will be disclsed in accrdance with applicable rules. 8 T enable a cmparisn n a like-fr-like basis, the histrical vlume-weighted average price has been adjusted fr the impact f accrued dividend due t the detachment f dividend f SEK 5 per preference share as f 28 March See abve

5 Undertakings frm sharehlders t accept the Offer Irrevcable undertakings t accept the Offer have been received frm the sharehlders presented in the table belw. SHAREHOLDERS GREG DINGIZIAN FOGELVIK HOLDING AB Vice Chairman f the Bard f Directrs Represented n the Bard f Directrs by Isabelle Wikner CLASS A SHARES CLASS B SHARES SHARE OF CAPITAL SHARE OF VOTES 17,223,682 8,776, % 19.2% 4,116,426 10,231, % 5.4% ERIK SELIN 2,000,000 4,000, % 2.5% ER-HO FASTIGHETER AB 2,311,085 2,688, % 2.7% AMIR POURSAMAD 937,039 1,323, % 1.1% HME INVESTMENT AB 400, , % 0.4% TOTAL 26,988,232 27,219, % 31.5% The irrevcable undertakings are cnditinal upn the Offer being settled n later than 4 July Cnditins t cmpletin f the Offer The cmpletin f the Offer is subject t the fllwing cnditins: 1. that the sharehlders f Victria Park accept the Offer t such an extent that Starlight Residential becmes the wner f shares in Victria Park representing mre than 35 per cent f the ttal number f vtes in Victria Park; 2. that n third party annunces a public ffer fr the shares in Victria Park n cnditins that are mre favurable fr the sharehlders f Victria Park than the Offer; 3. with respect t the Offer and the acquisitin f Victria Park, the receipt f all necessary regulatry, gvernmental r similar clearances, apprvals and decisins, including cmpetitin clearance, in each case, n terms which, in Starlight Residential s pinin, are acceptable; and 4. that Starwd des nt, prir t the annuncement f the cmpletin f the Offer, receive any knwledge that infrmatin published by Victria Park is in any material part incrrect r misleading, r that any material infrmatin that Victria Park has been required t publish has nt been published by Victria Park. Starlight Residential reserves the right t withdraw the Offer in the event it becmes clear that either f the abve cnditins is nt satisfied r cannt be satisfied. The Offer may hwever nly be withdrawn with reference t the cnditins 2-4 abve if the nn-satisfactin f such cnditin is f material imprtance t Starlight Residential s acquisitin f the shares in Victria Park.

6 Starlight Residential reserves the right t waive, in whle r in part, ne r mre f the cnditins t the Offer and, with respect t cnditin 1 abve, t cmplete the Offer at a lwer level f acceptance. Victria Park s utstanding incentive prgram The Offer des nt include any warrants issued by Victria Park t its emplyees under any incentive prgram implemented by Victria Park. Starlight Residential intends t prcure fair treatment f participants in such prgrams in cnnectin with the Offer. Financing The cmpletin f the Offer is nt subject t any financing cnditins. Starlight Residential has sufficient funds, prvided by r made available thrugh its wners, t finance the Offer. Brief descriptin f Starlight Residential and Starwd Starlight Residential is a newly frmed cmpany indirectly whlly wned by SOF-11 Internatinal, SCSp. Starlight Residential, with crprate registratin number , is dmiciled in Stckhlm with registered address c/ Linklaters Advkatbyrå AB, Bx 7833, Stckhlm, Sweden. Starlight Residential was funded n 13 February 2018 and registered with the Swedish Cmpanies Registratin Office (Sw. Blagsverket) n 14 March The cmpany has never cnducted, and at present des nt cnduct, any business, and its business purpse is t wn and manage real prperty, chattels and securities, either directly r thrugh subsidiaries. Starlight Residential shall als crdinate the businesses cnducted by the cmpany s subsidiaries and/r ther grup r affiliated cmpanies and cnduct ther ancillary activities. Starwd Capital Grup is a glbal real estate investment firm. Since its inceptin in 1991, Starwd has raised ver $44 billin f equity capital and currently has apprximately $56 billin f assets under management. Over the past 26 years, Starwd has acquired $94 billin f assets acrss virtually every majr real estate asset class. Since Starwd was funded, Chairman and CEO Barry Sternlicht, has verseen Starwd s grwth int a diversified glbal real estate investment firm that tday encmpasses mre than 3,400 emplyees and ver 9,500 additinal emplyees invlved with multiple perating prtfli cmpanies. Including its subsidiaries, Starwd maintains ffices in Miami (Headquarters), Atlanta, Chicag, Greenwich, Ls Angeles, San Francisc, Washingtn, D.C., and ffices in Amsterdam, Hng Kng, Lndn and Luxemburg. Due diligence Starlight Residential has perfrmed a limited cnfirmatry due diligence review f Victria Park in relatin t the preparatin f the Offer, and has in cnnectin

7 therewith met with Victria Park s management team. Victria Park has infrmed Starlight Residential that n infrmatin has been disclsed t Starlight Residential during the due diligence prcess which has nt previusly been disclsed and which is reasnably expected t affect the price f the shares in Victria Park. Indicative timetable All dates are preliminary and may change. 27 April 2018: Publicatin f ffer dcument 2 May 2018: Acceptance perid cmmences 1 June 2018: Acceptance perid ends 11 June 2018: Settlement f the Offer cmmences Starlight Residential reserves the right t, ne r several times, extend the acceptance perid fr the Offer and t pstpne the settlement date. Starlight Residential will annunce any changes r extensin(s) f the acceptance perid and/r pstpnement(s) f the settlement date by press release in accrdance with applicable laws and recmmendatins. The acquisitin f Victria Park is subject t apprval frm cmpetitin authrities. Starlight Residential will file the transactin with relevant authrities shrtly after this annuncement f the Offer and relevant clearances are expected t be btained prir t the end f the abvementined acceptance perid. Cmpulsry acquisitin and delisting As sn as pssible after Starlight Residential (whether in cnnectin with the Offer r therwise) has becme the wner f shares representing mre than 90 per cent f the utstanding shares in Victria Park, Starlight Residential intends t initiate the prcedure fr cmpulsry acquisitin f the remaining utstanding shares in Victria Park in accrdance with the Swedish Cmpanies Act (Sw. aktieblagslagen (2005:551)). In cnnectin therewith, Starlight Residential intends t act t have the shares in Victria Park delisted frm Nasdaq Stckhlm. Undertaking and disputes The Offer as well as the agreements t be entered int between Starlight Residential and the sharehlders f Victria Park in cnnectin with the Offer, shall be gverned and cnstrued in accrdance with Swedish law. Any dispute in cnnectin with, r arising ut f, the Offer shall be settled exclusively by Swedish curts, with the city curt f Stckhlm (Sw. Stckhlms tingsrätt) as the curt f first instance. The Takever Rules, and the Swedish Securities Cuncil s (Sw. Aktiemarknadsnämnden) statements regarding the interpretatin and applicatin f the Takever Rules, apply in relatin t the Offer. In accrdance with the Swedish Takever Act (Sw. lag (2006:451) m ffentliga uppköpserbjudanden på aktiemarknaden), Starlight Residential has undertaken twards Nasdaq Stckhlm t

8 cmply with the Takever Rules and t submit t any sanctins impsed by Nasdaq Stckhlm upn breach f such rules. Advisrs Pangea Prperty Partners KB ( Pangea ) is acting as financial and M&A advisr t Starwd and Carnegie Investment Bank AB ("Carnegie") is acting as financial and capital markets advisr t Starwd in cnnectin with the Offer. Linklaters is acting as legal advisr t Starwd in cnnectin with the Offer. This press release was submitted fr publicatin n 1 April 2018 at 6.30 pm CET. Fr additinal infrmatin please cntact: Infrmatin f the Offer is als available n the website fr Starlight Residential, Starwd cntact fr media and investrs Tm Jhnsn / Patrick Tucker +1 (212) , tbj@abmac.cm / pct@abmac.cm Cntact fr Swedish media and investrs JKL, , carl.hemeren@jklgrup.cm

9 IMPORTANT INFORMATION This is a translatin f the riginal Swedish language press release. In the event f discrepancies, the riginal Swedish wrding shall prevail. Frward-lking statements Statements in this press release relating t future status r circumstances, including statements regarding future perfrmance, grwth and ther trend prjectins as well as benefits f the Offer, are frward-lking statements. Frward-lking statements may generally, but nt always, be identified by the fact that they d nt relate strictly t histrical r current facts and include, withut limitatin, wrds such as may, will, expects, believes, anticipates, plans, intends, estimates, prjects, targets, frecasts, seeks, culd, r the negative f such terms, and ther variatins n such terms r cmparable terminlgy. Frward-lking statements include, but are nt limited t, statements abut the expected future business f Victria Park resulting frm and fllwing the Offer. By their nature, frwardlking statements invlve risk and uncertainty because they relate t events and depend n circumstances that will ccur in the future. There can be n assurance that actual results will nt differ materially frm thse expressed r implied by these frward-lking statements due t many factrs, many f which are utside the cntrl f Starwd and Victria Park, including but nt limited t the effect f changes in general ecnmic cnditins, the level f interest rates, fluctuatins in prduct demand, cmpetitin, technlgical change, emplyee relatins, planning and prperty regulatins, natural disasters and the ptential need fr increased capital expenditure (such as resulting frm increased demand, new business pprtunities and deplyment f new technlgies). Any such frward-lking statements speak nly as f the date n which they are made and neither Starwd nr Victria Park has (r undertakes) any bligatin t update r revise any f them, whether as a result f new infrmatin, future events r therwise, except fr in accrdance with applicable laws and regulatins. Offer Restrictins The Offer is nt being made t persns whse participatin in the Offer requires that any additinal ffer dcument is prepared r registratin effected r that any ther measures are taken in additin t thse required under Swedish law. This press release and any dcumentatin relating t the Offer are nt being published in r distributed t r int and must nt be mailed r therwise distributed r sent in r int any cuntry in which the distributin r ffering wuld require any such additinal measures t be taken r wuld be in cnflict with any law r regulatin in such cuntry. Persns wh receive this cmmunicatin (including, withut limitatin, nminees, trustees and custdians) and are subject t the law f any such jurisdictin will need t infrm themselves abut, and bserve, any applicable restrictins r requirements. Any failure t d s may cnstitute a vilatin f the securities laws f any such jurisdictin. Starwd, t the fullest extent permitted by applicable law, disclaims any respnsibility r liability fr the vilatins f any such restrictins by any persn. Any purprted acceptance f the Offer resulting directly r indirectly frm a vilatin f these restrictins may be disregarded. The Offer is nt being made, and will nt be made, directly r indirectly, in r int, Australia, Canada, Hng Kng, Japan, New Zealand r Suth Africa by use f mail r any ther means r instrumentality f interstate r freign cmmerce, r f any facilities f a natinal securities exchange, f Australia, Canada, Hng Kng, Japan, New Zealand r Suth Africa. This includes, but is nt limited t facsimile transmissin, electrnic mail, telex, telephne, the internet and ther frms f electrnic transmissin. The Offer cannt be accepted and shares may nt be tendered in the Offer by any such use, means, instrumentality r facility f, r frm within, Australia, Canada, Hng Kng, Japan, New Zealand r Suth Africa r by persns lcated r resident in Australia, Canada, Hng Kng, Japan, New Zealand r Suth Africa. Accrdingly, this press release and any related Offer dcumentatin are nt being and shuld

10 nt be mailed r therwise transmitted, distributed, frwarded r sent in r int Australia, Canada, Hng Kng, Japan, New Zealand r Suth Africa r t any Australian, Canadian, Hng Kng, Japanese, New Zealand r Suth African persns r any persns lcated r resident in Australia, Canada, Hng Kng, Japan, New Zealand r Suth Africa. Starwd will nt deliver any cnsideratin frm the Offer int Australia, Canada, Hng Kng, Japan, New Zealand r Suth Africa. Any purprted acceptance f the Offer resulting directly r indirectly frm a vilatin f these restrictins will be invalid and any purprted acceptance by a persn lcated in Australia, Canada, Hng Kng, Japan, New Zealand r Suth Africa r any agent, fiduciary r ther intermediate acting n a nn-discretinary basis fr a principal giving instructins frm within Australia, Canada, Hng Kng, Japan, New Zealand r Suth Africa will be invalid and will nt be accepted. Each hlder f shares participating in the Offer will represent that it is nt an Australian, Canadian, Hng Kng, Japanese, New Zealand r Suth African persn, is nt lcated in Australia, Canada, Hng Kng, Japan, New Zealand r Suth Africa and is nt participating in such Offer frm Australia, Canada, Hng Kng, Japan, New Zealand r Suth Africa r that it is acting n a nn-discretinary basis fr a principal that is nt an Australian, Canadian, Hng Kng, Japanese, New Zealand r Suth African persn, that is lcated utside Australia, Canada, Hng Kng, Japan, New Zealand r Suth Africa and that is nt giving an rder t participate in such Offer frm Australia, Canada, Hng Kng, Japan, New Zealand r Suth Africa. This press release is nt being, and must nt be, sent t sharehlders with registered addresses in Australia, Canada, Hng Kng, Japan, New Zealand r Suth Africa. Banks, brkers, dealers and ther nminees hlding shares fr persns in Australia, Canada, Hng Kng, Japan, New Zealand r Suth Africa must nt frward this press release r any ther dcument received in cnnectin with the Offer t such persns. Ntwithstanding the freging, Starwd reserves the right t permit the Offer t be accepted by persns nt resident in Sweden if, in its sle discretin, Starwd is satisfied that such transactin can be undertaken in cmpliance with applicable laws and regulatins. Carnegie and Pangea are acting as financial advisers t Starwd, and n ne else, in cnnectin with the Offer. Carnegie and Pangea will nt be respnsible t anyne ther than Starwd fr prviding advice in relatin t the Offer. The infrmatin has been prvided by Starwd and, with respect t Victria Park, by Victria Park and taken frm Victria Park s publicly available infrmatin. Carnegie and Pangea have nt assumed any bligatin t independently verify, and disclaims any liability with respect t, the infrmatin herein. Neither Carnegie nr Pangea, nr any f its respective affiliates, wes r accepts any duty, liability r respnsibility whatsever (whether direct r indirect, whether in cntract, in trt, under statute r therwise) t any persn wh is nt a client f Carnegie r Pangea in cnnectin with this annuncement, any statement cntained herein, the Offer r therwise. The figures reprted in this press release have been runded ff as apprpriate.