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Contact:
International Administration Group (Guernsey) Limited
Company Administrator
Attn: Mark Woodall
Tel: +44 1481
723450
Eurocastle
Announces Tender Offer to Repurchase up to
€40 million of Ordinary Shares at €8.00 per
Ordinary Share and
Launch of Share Buy-Back Programme
Guernsey. 2 July 2018 - Eurocastle Investment
Limited (Euronext Amsterdam: ECT) ("Eurocastle" or the "Company")
today announces a tender offer (the "Tender
Offer") for the repurchase of up to €40 million of ordinary
shares in the Company ("Ordinary Shares") for
a fixed price of €8.00 per Ordinary Share. In addition, Eurocastle
will commence a programme to buy back shares listed on Euronext
following the settlement of the Tender Offer which is expected to
occur on 6 August 2018 (the "Share Buy-Back
Programme").
A circular (the "Circular")
to shareholders in relation to the Tender Offer has been posted on
the Investor Relations section of the Company's website under the
tab "Periodic Reports and Shareholder Communications - Tender
Offer".
The Tender Offer and the Share Buy-Back Programme
are being undertaken pursuant to the authority passed at the
Company's Annual General Meeting held on 20 June 2018. The Tender
Offer will remain open until 11.59 p.m. (ET) on 30 July 2018
and is being made at a price of €8.00 per existing Ordinary Share
in issue (the "Tender Price"). The repurchase
of Ordinary Shares by the Company pursuant to the Tender Offer will
be carried out through ABN AMRO Bank N.V. acting for and on behalf
of the Company as agent.
Background
to and reasons for the Tender Offer
and Share Buy-Back Programme
Eurocastle and its Board of Directors (the
"Board") continuously monitor the Company's
balance sheet with the aim of maintaining an efficient capital
structure while meeting the requirements to execute on the
Company's investment pipeline. In light of the discount at which
Eurocastle has recently been trading to its net asset value
("NAV") and the Company's available cash, the
Board believes that the implementation of the Tender Offer at an
attractive premium to the prevailing share price represents an
accretive and expeditious use of available cash, whilst maintaining
sufficient cash reserves to make additional acquisitions into its
portfolio. The Share Buy-Back Programme to follow the Tender Offer
is seen by the Company as an additional means to continue to take
advantage of any prevailing share price discount to its NAV over a
prolonged period while also providing additional liquidity in its
shares.
The Tender Offer
The Tender Price has been set at €8.00 per share,
representing a premium of 11.2% to the volume weighted average
closing price on Euronext Amsterdam of €7.19 per Ordinary Share
over the last month to 29 June 2018 (the latest practicable date
before the publication of this announcement), and a discount of
approximately 7.7% to the Company's Pro Forma NAV[1] of
€8.67 per share as at 29 June 2018.
The Tender Offer will provide shareholders who are
eligible with an opportunity to sell part or all of their Ordinary
Shares and to receive their respective share of the cash which the
Company is seeking to return. The Tender Offer will allow the
Company to broaden the return of cash to include those shareholders
whose Ordinary Shares might not otherwise be purchased by the
Company through a general on-market buyback.
Each eligible shareholder will be entitled to sell
up to 9.48 per cent. of the Ordinary Shares registered in their
respective names on the record date under the Tender Offer, rounded
down to the nearest whole number of Ordinary Shares. This is what
is known as each eligible shareholder's "Basic
Entitlement". All Ordinary Shares validly tendered by eligible
shareholders up to their respective Basic Entitlement will be
accepted and repurchased in full. Tendering shareholders may also
be able to participate in the Tender Offer in excess of their Basic
Entitlement to the extent that other eligible shareholders tender
less than their respective Basic Entitlement, resulting in surplus
Ordinary Shares (known as "Excess Tender Offer
Shares"). Any Excess Tender Offer Shares will be repurchased
from tendering Shareholders pro rata to the amount in excess of
each eligible shareholder's Basic Entitlement so tendered.
The repurchase of Ordinary Shares by the Company
will be carried out on-market through the available systems of
Euronext. The Tender Offer will be financed through the use of the
Company's existing and available cash resources.
The Tender Offer is available to eligible
shareholders outside Canada and Japan in respect of the number of
Ordinary Shares registered in those shareholders' names at 6.00
p.m. (CET) on 30 July 2018.
The formal terms and conditions of the Tender
Offer are set out in the Circular and tender form. The
results of the Tender Offer will be announced on 31 July 2018 and
published on the Company's website (www.eurocastleinv.com).
Expected
timetable
| |
|
2018 |
| Tender Offer
opens.................... |
|
2 July |
| Latest time and date for receipt
of Tender Forms....... |
|
11.59 p.m. (ET) on
30 July |
| Record Date for the Tender
Offer.............. |
|
6.00 p.m. (CET) on
30 July |
| Closing Date for the Tender
Offer............. |
|
11.59 p.m. (ET) on
30 July |
| Announcement of results of the
Tender Offer........ |
|
31 July |
| Euroclear Nederland accounts
credited with Tender Offer proceeds and revised holdings of
uncertificated Ordinary Shares (Settlement
Date).................. |
|
6 August |
| Despatch of cheques for Tender
Offer proceeds for Ordinary Shares held through CREST and for
certificated Ordinary Shares.......................... |
|
6 August |
| Despatch of balance share
certificates for unsold Ordinary Shares and share certificates for
unsuccessful tenders (certificated holders
only).................. |
|
6 August |
The above times and dates may be subject to change
and, in the event of such change, the revised times and/or dates
will be notified to shareholders.
Information in
connection with the Tender Offer is available on the Company's
website (www.eurocastleinv.com) or can be
obtained from ABN AMRO Bank N.V., Corporate Broking (telephone
number +31 20 344 2000). If you hold Ordinary Shares in CREST or in
certificated form and have any questions about the procedure for
tendering or you want to request tender forms, CREST payment forms
or for help completing the tender form, please contact the
Company's registrar, Anson Registrars Limited, between 9.00 a.m.
and 5.00 p.m. (BST) Monday to Friday (telephone number +44 1481
711301).
Share Buy-Back
Programme
Under the Share Buy-Back
Programme, Eurocastle is seeking to buy back shares up to an
aggregate market value equivalent to €3.0 million. The Share
Buy-Back Programme will commence following the settlement of the
Tender Offer which is expected to occur on 6 August 2018.
The buy-back will be conducted in
Eurocastle's ordinary shares listed on Euronext Amsterdam.
The Share Buy-Back Programme will
take place within the limitations of the authority granted to the
Board at its Annual General Meeting held on 20 June 2018, pursuant
to which the maximum number of shares to be bought back is
13,178,041. The maximum number of shares that may be bought back
under Share Buy-Back Programme will depend on the number of shares
acquired by the Company under the Tender Offer. In the event
that the Tender Offer is fully subscribed, the maximum number of
shares that could be bought back under the Share Buy-Back Programme
would be 8,178,041.
The Share Buy-Back Programme will
also be conducted within the parameters prescribed by the Market
Abuse Regulation 596/2014, and the Commission Delegated Regulation
(EU) 2016/1052.
The Share Buy-Back Programme will
commence on 6 August 2018 and will end no later than 15 November
2018, at which point the Board will review the success of the
programme and determine whether to renew the programme for a
further period.
Eurocastle has entered into a
non-discretionary mandate with Liberum Capital Limited to conduct
the Share Buy-Back Programme on its behalf and to make trading
decisions under the programme independently of the Company within
parameters set by the Board.
Enquires: Please contact the
Eurocastle Investor Relations at investorrelations@eurocastle.com
or +1 (212) 479-3165.
This announcement does not
constitute, or form part of, an offer or any solicitation of an
offer for securities in any jurisdiction.
NOTICE:
This announcement contains inside
information for the purposes of the Market Abuse Regulation
596/2014.
This announcement may contain
forward-looking statements, including 'forward-looking statements'
within the meaning of the United States Private Securities
Litigation Reform Act of 1995. Words such as 'will', 'aim',
'expects', 'anticipates', 'intends', 'looks', 'believes', 'vision',
or the negative of these terms and other similar expressions of
future performance or results, and their negatives, are intended to
identify such forward-looking statements. These forward-looking
statements are based upon current expectations and assumptions
regarding anticipated developments and other factors affecting the
Eurocastle Group (the "Group"). They are not
historical facts, nor are they guarantees of future
performance.
Because these forward-looking
statements involve risks and uncertainties, there are important
factors that could cause actual results to differ materially from
those expressed or implied by these forward-looking statements.
These forward-looking statements speak only as of the date of this
announcement. Except as required by any applicable law or
regulation, the Group expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the Group's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based.
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.
Important
Notice
The Company is organized under the
laws of Guernsey. The Tender Offer described in this press release
will be made pursuant to Guernsey law and in compliance with the
applicable provisions of Section 14(e) of the US Securities
Exchange Act of 1934 (the "Exchange Act"), and
Regulation 14E thereunder. The Tender Offer will be subject to
disclosure and procedure requirements of Guernsey which are
different from those of the United States. The Tender Offer will
not be made pursuant to the provisions of any other law.
Accordingly, the Company and the persons acting in conjunction with
the Company will not procure any further registrations,
authorizations or approvals of the Tender Offer by any security
supervisory authority or similar institutions. The Tender Offer
will be made in the United States by the Company and no one
else.
The Company, certain affiliated
companies and agents and financial advisers may make certain
purchases of, or arrangements to purchase, shares outside the
Tender Offer during the period in which the Tender Offer remains
open for acceptance. If such purchases or arrangements to purchase
are made they will be made outside the United States and will
comply with applicable law, including the Exchange Act.
[1]
Pro forma NAV means the Company's last published NAV
less the additional incentive compensation which would be due by
the Company should all investments be realised at their last
reported values (the "Incremental Incentive
Fees"), adjusted for (i) the value of the doBank S.P.A.
("doBank") share price as at market close on
29 June 2018 (also taking into account dividends received from
doBank subsequent to the Company's last reporting date); (ii)
distributions made by the Company subsequent to its last reporting
date; and (iii) movements in the Incremental Incentive Fee as a
result of changes in the value of the doBank share price since the
Company's last reporting date. Please refer to Tender Offer
Circular for further details on the calculation.
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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