Eurocastle Investment Limited : Eurocastle Announces Initial Public Offering of doBank and Key Terms
June 29 2017 - 2:00AM
Guernsey, 29 June 2017 -
Eurocastle Investment Limited ("Eurocastle" or the "Company") today
announces that doBank, the largest and highest rated independent
non-performing loan servicing group in Italy and in which
Eurocastle holds a 50% stake, has received all required approvals
to proceed with the listing and offering of up to 47.71% of its
shares[1] on the
Mercato Telematico Azionario ("MTA") managed by Borsa Italiana
S.p.A..
Key
Characteristics and Structure of the Offering (the
"Offering"):
-
Up to an initial 28,500,000 shares,
corresponding to 35.63% of doBank's fully diluted share capital are
to be included in the Offering with the option to increase this to
up to 34,700,000 Shares, corresponding to 43.38% of doBank's fully
diluted share capital should Avio S.à r.l. ("Avio" or the "Selling
Shareholder"), following consultation with Citigroup, J.P. Morgan
and UniCredit Corporate & Investment Banking (the "Joint
Global Coordinators"), exercise in full the right to offer for sale
additional Shares (the "Upsize Option").
-
In addition, the Selling Shareholder is expected
to grant the Joint Global Coordinators a Greenshoe option to
purchase, at the offer price, a maximum of 2,850,000 additional
Shares ("Greenshoe Option"), equal to 10% of the Shares (or
3,470,000 in the event of the Upsize Option). The Greenshoe Option
may be exercised, in whole or in part, within 30 days following the
commencement of the trading of the Shares on the MTA.
-
In the event the Greenshoe Option is fully
exercised, the Shares to be offered will correspond to 39.19% of
doBank's fully diluted share capital overall, should the Upsize
Option not be exercised, or 47.71% of doBank's fully diluted share
capital, in the event the Upsize Option is fully exercised.
-
The Selling Shareholder has identified, in
accordance with the Joint Global Coordinators, an indicative range
value of the Company's share capital (net of treasury Shares)
between approximately Euro 653 million and Euro 802 million,
corresponding to Euro 8.35 per Share and Euro 10.25 per
Share.
In case of full placement of the
Shares to be offered, Avio will hold (i) 58.62% of doBank's fully
diluted share capital, should the Greenshoe Option be fully
exercised, or (ii) 50.10% of doBank's fully diluted share capital,
should both the Upsize Option and the Greenshoe Option be fully
exercised.
The Shares to be offered shall be
offered exclusively to institutional investors both in Italy and
abroad in reliance on Regulation S of the United States Securities
Act of 1993 (the "Securities Act"), as amended, and, in accordance
with applicable laws and regulations, to qualified institutional
buyers in the Unites States of America pursuant to Rule 144A of the
Securities Act. No public retail offering is being made in Italy
and/or in any other country.
The books for the institutional
offer will open on June 30, 2017.
The offering price of the Shares
("Offering Price") will be determined by the Selling Shareholder,
following consultation with the Joint Global Coordinators, at the
end of the Offering Period, taking into account, amongst other
things, the conditions of the domestic and international securities
markets and the quality and quantity of the expressions of interest
received from institutional investors. The Offering Price of the
Shares will be determined in accordance with the open price method.
The Offering Price will be announced via the publication of a
notice in the Company's website www.dobank.com within five business
days of the end of the Offering Period.
In connection with the Offering,
Citigroup, J.P. Morgan and UniCredit Corporate & Investment
Banking are acting as Joint Global Coordinators and Joint
Bookrunners and Banca Akros is acting as Co-Lead Manager. UniCredit
Corporate & Investment Banking is also acting as Sponsor and
Citigroup as Stabilization Agent. Rothschild Global Advisory is
acting as Financial Advisor to the Company.
Legance - Avvocati Associati and
Clifford Chance are acting as legal advisors to the Company and the
Selling Shareholder, while Linklaters is acting as legal advisor to
the Joint Global Coordinators. The Company's auditor is EY
S.p.A..
The Prospectus will be filed with
CONSOB today and will be made available at the registered office of
doBank S.p.A. in Verona, Piazzetta Monte 1 and on doBank's website
(www.dobank.com).In connection with the Offering, doBank has
prepared an offering document in English (so-called offering
circular).
ABOUT
EUROCASTLE
Eurocastle Investment Limited is a
publicly traded closed-ended investment company that focuses on
investing in performing and non-performing loans and other real
estate related assets primarily in Italy. The Company is Euro
denominated and is listed on Euronext Amsterdam under the symbol
"ECT". Eurocastle is managed by an affiliate of Fortress Investment
Group LLC, a leading global investment manager. For more
information regarding Eurocastle Investment Limited and to be added
to our email distribution list, please visit
www.eurocastleinv.com.
*
* *
Not for release, publication or distribution, directly or
indirectly, in Australia, Canada, Japan or the United States. These
materials are not an offer for sale of securities in the United
States. Securities may not be sold in the United States absent
registration with the United States Securities and Exchange
Commission or an exemption from registration under the U.S.
Securities Act of 1933, as amended (the "Securities Act"). doBank
S.p.A. does not intend to register any part of the offering in the
United States or to conduct a public offering of Shares in the
United States. Any public offering of securities to be made in the
United States will be made by means of a prospectus that may be
obtained from doBank S.p.A. and will contain detailed information
about the company and management, as well as financial statements.
This document is only being distributed to and is only directed at
(i) persons who are outside the United Kingdom or (ii) to
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order") or (iii) high net worth companies, and other
persons to whom it may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii)
and (iii) above together being referred to as "relevant persons").
The Shares are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such
securities will be engaged in only with, relevant persons. Any
person who is not a relevant person should not act or rely on this
document or any of its contents. This document is an advertisement
and is not a prospectus for the purposes of the Prospectus
Directive. A prospectus prepared pursuant to the Prospectus
Directive will be published. Investors should not subscribe for any
securities referred to in this document except on the basis of
information contained in the prospectus. In any EEA Member State
that has implemented the Prospectus Directive, this communication
is only addressed to and is only directed at qualified investors in
that Member State within the meaning of the Prospectus Directive.
The expression "Prospectus Directive" means Directive 2003/71/EC
(and amendments thereto, including Directive 2010/73/EU, to the
extent implemented in any relevant Member State) and includes any
relevant implementing measure in the relevant Member State.
[1]The
percentages of the share capital stated within this release are
presented on a fully diluted basis and therefore include treasury
shares representing 2.19% of doBank's share capital.
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Eurocastle Investment Limited via
Globenewswire
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