Eurocastle Investment Limited : Eurocastle announces pricing of offer of new ordinary shares
(Thomson Reuters ONE) -
EUROCASTLE INVESTMENT LIMITED
FOR IMMEDIATE RELEASE
Contact:
International Administration Group (Guernsey) Limited
Company Administrator
Attn: Mark Woodall
Tel: +44 1481 723450
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR TO U.S. , AUSTRALIAN, CANADIAN
OR JAPANESE PERSONS OR TO ANY OTHER JURISDICTION OR PERSONS WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Eurocastle announces pricing of offer of new ordinary shares
Guernsey. 24 April 2015
Eurocastle Investment Limited (the "Company") today announces the pricing of its
offer of new ordinary shares in the Company to certain institutional and other
sophisticated investors that was announced on 17 April 2015 (the "Offer").
Following successful completion of the bookbuilding process by the sole
bookrunner, Credit Suisse Securities (Europe) Limited, the offer price of the
new ordinary shares to be issued in connection with the Offer (the "Offer
Shares") has been set at ?7.85 per Offer Share (the "Offer Price").
The total number of Offer Shares will be 39,762,992 which would represent 54.92
per cent. of the enlarged share capital of the Company and raising net proceeds
of ?304,042,036.
The net proceeds of the Offer will be used by the Company to pursue new
investment opportunities in the Italian debt and real estate markets in line
with the Company's investment focus. Until such proceeds begin to be used for
such purposes, the Directors expect that the Offer will not be accretive to
earnings.
Full details of the Offer will be included in the prospectus (the "Prospectus"),
which is expected to be published by the Company in connection with the Offer
and made available on its website www.eurocastleinv.com on 27 April 2015.
About Eurocastle
Eurocastle Investment Limited is a closed-ended investment company that owns
Italian loans and real estate related assets, German commercial real estate and
European real estate securities and loans. 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.
Information about the Offer
As at today's date, the issued share capital of the Company (all of which is
fully paid up) consists of 32,635,502 shares and options over 1,521,407 shares.
The Offer will dilute each existing shareholding prior to the Offer by 54.92 per
cent. if such shareholder does not subscribe in the Offer (so that a 1 per cent.
shareholding immediately prior to the Offer would represent a 0.45 per cent.
shareholding immediately after the Offer). The net asset value of the Company
will increase by the amount equal to the net proceeds of the Offer.
The Offer will be conditional on admission of the Offer Shares to listing and
trading on Euronext Amsterdam ("Admission") occurring and becoming effective by
8.00 a.m. (Amsterdam time) on or prior to 29 April 2015 (or such later date as
the Company may determine). In the circumstances in which the conditions set out
in this Part V are not fully met, the Offer will not take place and no Offer
Shares will be issued.
The costs and expenses of the Offer will be borne by the Company. The costs are
expected to be approximately ?8.1 million.
Interests in Shares
The interests of Directors in the Shares of the Company as at the date of this
document and as they are expected to be immediately following the Offer are as
follows:
As at the date of the date Following the
Name of this document Offer((1))
------------------------ ------------------------------ -----------------------
Keith Dorrian 2,045 2,045
Randal A Nardone ((2)) 772,082 772,082
Jason Sherwill 1,000 1,000
Simon Thornton 7,547 7,547
Peter Smith 0 0
(1)
Assuming: (i) such Directors or their connected persons do not purchase any
Offer Shares; (ii) 39,762,992 Offer Shares are issued pursuant to the Offer; and
(iii) no outstanding Options are exercised on or prior to Admission.
(2) Randal A Nardone is a member of Fortress Operating Entity I LP which is
the registered holder of 5,025 Shares and as a result of this relationship
Randal A. Nardone is interested in the Shares owned by this entity or in some of
such Shares.
Except as set out above, the Company is not aware of interests of any Directors
as at 23 April 2015, including any connected person, the existence of which is
known to, or could with reasonable diligence be ascertained by, such Director
whether or not held through another party, in the share capital of the Company,
together with any options in respect of such capital.
Major Shareholders
Percentage of
Percentage of Issued Share
Issued Share Capital Post-
Name Number of Shares Capital pre-Offer Offer ((1))
-------------------- ------------------ -------------------- ------------------
Euroclear Nominees 26,600,651 81.51% 36.74%
Limited
The Bank of New
York (Nominees) 3,128,049 9.58% 4.32%
Limited
Save as disclosed below, the Directors are not aware of any person who, as
at
23 April 2015, directly or indirectly is interested in 3 per cent. or more of
the share capital of the Company. The Shares held by each person referred to
below carry the same voting rights as all other Shares.
(1) Assuming: (i) such Shareholders do not purchase any Offer Shares; (ii)
39,762,992 Offer Shares are issued pursuant to the Offer; and (iii) no
outstanding Options are exercised on or prior to Admission.
Based on the information known to the Company at 23 April 2015 (being the latest
practicable date prior to the date of this document), the Company is aware of
the following persons who were indirectly interested in 3 per cent. or more of
the issued share capital of the Company and have not subsequently notified the
Company of any changes.
Percentage of Percentage of
Issued Share Issued Share
Number of Capital pre- Capital Post-
Name Shares Offer Offer ((1))
------------------------ ----------------- ------------------ -----------------
York Capital 7,744,919 23.73% 10.70%
Management((2))
Select Equity Group 4,466,914 13.69% 6.17%
Inc.
EMS Capital LP 3,596,628 11.02% 4.97%
California State
Teachers' Retirement 3,005,043 9.21% 4.15%
System
Kingdon Capital 2,044,928 6.27% 2.82%
Management, LLC((2))
Lafayette Street Fund 1,671,470 5.12% 2.31%
II L.P.
Abrams Capital 1,502,519 4.60% 2.08%
Management, L.P.
Lafayette Street
Offshore Master Fund 1,429,295 4.38% 1.97%
Ltd
Indus Capital 999,293 3.06% 1.38%
Partners, LLC((2))
(1) Assuming: (i) such Shareholders do not purchase any Offer Shares; (ii)
39,762,992 Offer Shares are issued pursuant to the Offer; and (iii) no
outstanding Options are exercised on or prior to Admission.
(2) Shares beneficially owned by funds managed or advised by named entity or
its affiliates.
As at 23 April 2015, Fortress Investment Group LLC ("Fortress"), its principals
and its senior management owned approximately 4.96 per cent. of the issued share
capital of the Company (and, assuming the exercise of their options to purchase
Shares, an additional 4.45 per cent. of the then issued share capital). In
addition, certain funds managed by FIG LLC on behalf of third party investors
owned approximately 10.37 per cent. of the Company's issued share capital as at
23 April 2015.
The Directors are not aware of any person who, as at the date of this document,
directly or indirectly, jointly or severally, exercises control over the Company
and are not aware of any arrangements, the operations of which may at a
subsequent date result in a change of control of the Company.
Unaudited Pro Forma Balance Sheet
The following unaudited pro forma balance sheet has been prepared to illustrate
the effect of: (i) the proposed acquisition of UniCredit Credit Management Bank
S.p.A. by Avio S.àr.l., a Luxembourg company which is indirectly held by the
Company and other affiliates of Fortress; and (ii) the Offer, as if these events
had occurred on 31 December 2014. The unaudited pro forma balance sheet has been
prepared for illustrative purposes only and, because of its nature, addresses a
hypothetical situation and therefore does not reflect the Company's actual
financial position or results. The unaudited pro forma balance sheet is based on
the Company's audited historical financial statements as at 31 December 2014 and
has been presented in accordance with the accounting policies of the Company.
The unaudited pro forma balance sheet has been prepared on the basis set out in
the notes below and in accordance with the requirements of items 1 to 6 of Annex
II to the Prospectus Rules.
Adjustments
--------------------------------
Pro forma
Balance Net balance
sheet as at proceeds sheet as
31 December of the at 31
2014 UCCMB Acquisition Offer December
(note 1) (note 2) (note 3) 2014
?'000 ?'000 ?'000 ?'000
------------------------------------------ ------------- --------------------- ---------- ------------
Assets
Cash and cash equivalents
142,581 (250,000) 304,042 196,623
Investment properties held for sale 217,418 - - 217,418
Assets in disposal groups classified as 283,060 - - 283,060
held for sale
Other assets 18,091 - - 18,091
Available-for-sale securities 188 - - 188
Fair value investments - listed shares 2,198 - - 2,198
Loans and receivables (includes cash to - -
be 199,676 199,676
invested)
Derivative assets - -
8,291 8,291
Fair value investments 6,325 - - 6,325
Real estate fund units 21,890 - - 21,890
Investment property - -
603,026 603,026
Investment in joint ventures 15,483 242,250 - 257,733
Investment in associates 15,681 - - 15,681
Intangible assets 15 - - 15
------------- --------------------- ---------- ------------
Total assets 1,533,923 (7,750) 304,042 1,830,215
------------- --------------------- ---------- ------------
Equity and Liabilities
Capital and reserves
Issued capital, no par value, unlimited 1,714,625 - 304,042 2,018,667
number of shares authorised
Accumulated loss (1,525,145) (7,750) - (1,532,895
Net unrealised loss on available-for-sale
securities and loans (5,593) - - (5,593)
and receivables
Hedging reserve
588 - - 588
Other reserves 21,888 - - 21,888
------------- --------------------- ---------- ------------
Total shareholders' equity 206,363 (7,750) 304,042 502,655
Non-controlling interest 2,321 - - 2,321
------------- --------------------- ---------- ------------
Total equity 208,684 (7,750) 304,042 504,976
------------- --------------------- ---------- ------------
------------- --------------------- ---------- ------------
Liabilities
Trade and other payables 77,023 - - 77,023
Liabilities directly associated with
assets in disposal groups classified as 263,565 263,565
held for sale
Current taxation payable 10,824 - - 10,824
CDO bonds payable 194,248 - - 194,248
Bank borrowings 757,916 - - 757,916
Finance lease payable 17,085 - - 17,085
Deferred taxation liability 4,578 - - 4,578
------------- --------------------- ---------- ------------
Total liabilities 1,325,239 - - 1,325,239
------------- --------------------- ---------- ------------
------------- --------------------- ---------- ------------
Total equity and liabilities 1,533,923 (7,750) 304,042 1,830,215
------------- --------------------- ---------- ------------
(1) The consolidated balance sheet of the Company at 31 December 2014 has
been extracted without material adjustment from the audited consolidated
financial statements of the Company for the year ended 31 December 2014.
(2) On account of the UCCMB Acquisition being effected through Avio S.àr.l.,
a joint venture vehicle, the Company's indirect investment in UCCMB is
recognised as an investment in a joint venture. The value of this investment
will, on acquisition, be equal to the consideration paid by the Company to Avio
S.àr.l., amounting to ?250 million. The value of this investment will, on
acquisition, be equal to the consideration paid by the Company, less the
Company's share of the transaction costs incurred by the joint venture vehicle,
Avio S.á r.l., amounting to approximately ?7.8 million. These costs will be
recognised in the income statement as an expense on acquisition as UCCMB will be
considered a subsidiary of Avio S.á r.l.
(3) The net proceeds of the Offer is based upon 39,762,992 Offer Shares to
be issued pursuant to the Offer at the Offer Price of ?7.85per share, less costs
and expenses of the Offer of approximately ?8.1 million.
(4) No account has been taken of the financial performance of the Group or
of UCCMB since 31 December 2014, nor of any other event save as disclosed above.
* * *
This announcement is an advertisement and not a prospectus and does not
constitute or form part of any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe for, sell, otherwise dispose
of or issue any Offer Shares or any other securities, nor shall it (or any part
of it), or the fact of its distribution, form the basis of, or be relied on in
connection with, any contract commitment or investment decision in relation
thereto nor does it constitute a recommendation regarding the securities of the
Company. Investors should not subscribe for or purchase shares referred to in
this announcement except on the basis of information in the Prospectus. No
public offer is being made in respect of the Offer Shares. In any member state
that has implemented the Prospectus Directive, the Offer will only be made to,
and will only be directed at, qualified investors in that member state within
the meaning of the Prospectus Directive or otherwise so that there is no offer
to the public in that member state. Furthermore, for the purposes of the EU
Alternative Investment Fund Managers Directive (the "Directive"), the Company is
a non-EU AIF whose AIFM is FIG LLC, itself a non-EU AIFM. Each member state is
adopting or has adopted legislation implementing the Directive into national
law. Under the Directive, marketing to any investor domiciled or with a
registered office in the European Economic Area will be restricted by such laws
and the Offer will not be made to investors domiciled or with a registered
office in any member state unless prior notification has been given to the
competent authority in the relevant member state and the other conditions in
Article 42 of the Directive (as implemented in the relevant member state) have
been met.
Neither this announcement nor the Prospectus constitute an offer to sell, or the
solicitation of an offer to subscribe for or acquire Shares in the United States
or in any other jurisdiction or in which such offer or solicitation is unlawful
or would impose any unfulfilled registration, qualification, publication or
approval requirements on the Company or the Advisers, and, in particular, are
not for release, publication or distribution in the United States, Australia,
Canada or Japan or to U.S., Australian, Canadian or Japanese persons. The Offer
Shares may not be offered or sold in the United States absent an exemption from
registration under the Securities Act. The Offer Shares have not been and will
not be registered under the Securities Act or any other applicable law of the
United States, or under the applicable securities laws of Australia, Canada or
Japan. The Company will not be registered under the Investment Company Act and
investors will not be entitled to the benefits of such act. All holders of the
Offer Shares in the United States or who are US Persons must be "Qualified
Purchasers" within the meaning of the Investment Company Act.
There will be no public offer of the Offer Shares in the United States.
Subject to certain exceptions, the Offer Shares may not be offered or sold in
the United States, Australia, Canada or Japan or to, or for the account or
benefit of, any U.S. person, or any national, resident or citizen of Australia,
Canada or Japan.
Application will be made for all of the Offer Shares to be admitted to listing
on Euronext Amsterdam. The Company, Euronext Amsterdam and the Listing Agent do
not accept any responsibility or liability with respect to any person as a
result of the withdrawal of the listing or the (related) annulment of any
transaction in Shares on Euronext Amsterdam.
Credit Suisse Securities (Europe) Limited ("Credit Suisse"), which is authorised
and regulated in the United Kingdom by the Financial Conduct Authority, is
acting as Sole Bookrunner to the Company in connection with the Offer. Credit
Suisse are acting exclusively for the Company and for no one else in connection
with the Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Credit Suisse nor for giving
advice in relation to the Offer, the contents of the Prospectus or any other
matter related thereto.
In connection with the Offer, Credit Suisse and its affiliates, acting as
investors for their own accounts, may subscribe for or purchase Offer Shares and
in that capacity may retain, purchase, sell, offer to sell or otherwise deal for
their own accounts in such Offer Shares and other securities of the Company or
related investments in connection with the Offer or otherwise. Accordingly,
references in the Prospectus, once published, to the Offer Shares being offered,
acquired, sold, placed or otherwise dealt in should be read as including any
offer, sale, acquisition, placing or dealing in the Offer Shares by Credit
Suisse and any of its affiliates acting as investors for their own accounts. In
addition, Credit Suisse or its affiliates may enter into financing arrangements
and swaps in connection with which it or its affiliates may from time to time
acquire, hold or dispose of Offer Shares. Credit Suisse does not intend to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
Neither Credit Suisse nor any of its directors, officers, employees, advisers or
agents accepts any responsibility or liability whatsoever for/or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith.
Prospective investors are required to make their own independent investigation
and appraisal of the business and financial condition of the Company and neither
the Company, Credit Suisse nor any other person has authorised any third party
to make such a recommendation. This document does not constitute a
recommendation to participate in the Offer. Each investor should consult with
his or her own advisers as to the legal, tax, business, financial and related
aspects of a purchase of the Offer Shares.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into this announcement.
Forward looking statements
Some of the statements contained in this announcement may include forward-
looking statements which reflect the Company's or, as appropriate, the
Directors' current views with respect to future events and financial
performance. Statements which include the words "targets", "expects", "assumes",
"believe", "intend", "plan", "project", "anticipate", "would" and similar
statements of a future or forward-looking nature identify forward-looking
statements for the purposes of the U.S. federal securities laws or otherwise.
All forward-looking statements address matters that involve risks and
uncertainties. Accordingly, there are or will be important factors that could
cause the Company's actual results to differ materially from those indicated in
these statements. These forward-looking statements speak only as at the date of
this announcement. Undue reliance should not be placed on the forward-looking
statements in this press release, which are based on information available to
the Company as of the date hereof. Subject to any continuing obligations under
the Disclosure and Transparency Rules, the Prospectus Rules and other applicable
regulations, the Company undertakes no obligation publicly to update or review
any forward-looking statement contained in this announcement, whether as a
result of new information, future developments or otherwise.
Credit Suisse and its affiliates expressly disclaim any obligation or
undertaking to update, review or revise any forward-looking statement contained
in this announcement whether as a result of new information, future developments
or otherwise.
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Eurocastle Investment Limited via GlobeNewswire
[HUG#1914814]
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Datum: 24.04.2015 - 19:08 Uhr
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