Publication of supplementary prospectus relating to increased size of offer of new ordinary shares
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 publication of supplementary prospectus relating to increased size of offer of new ordinary shares
Guernsey 24 May 2013
Eurocastle Investment Limited (the "Company") announces today that it has published a supplementary prospectus (the "Supplementary Prospectus") to the prospectus published on 15 May 2013 (the "Prospectus") in relation to its offer of new ordinary shares in the Company to certain institutional and other sophisticated investors (the "Offer"). The Supplementary Prospectus contains details of the revised Offer statistics reflecting an increase in the number of shares available in the Offer to 15,000,000 and a revised expected timetable for the Offer.
The net proceeds of the Offer will be used by the Company to pursue new investment opportunities in the Italian real estate and debt markets in line with the Company's new investment focus.
The Company has engaged Credit Suisse Securities (Europe) Limited ("Credit Suisse") to act as the sole bookrunner (the "Sole Bookrunner") in relation to the Offer.
The price of the Offer Shares (the "Offer Price") will be determined by an institutional bookbuilding process. Following completion of this process, the definitive number of new ordinary shares to be issued (the "Offer Shares") and the Offer Price will be set by the Sole Bookrunner in consultation with the Company, having regard to the outcome of the bookbuilding process.
Copies of the Prospectus and the Supplementary Prospectus are available from the Company's registered office and on its website www.eurocastleinv.com. In addition, an announcement containing details of the Offer Price will be made, once the Offer Price has been determined, and this will also be available on the Company's website.
About Eurocastle
Eurocastle Investment Limited is an investment company which primarily owns and manages German commercial real estate assets. 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 alternative asset manager. For more information regarding Eurocastle Investment Limited and to be added to our email distribution list, please visit www.eurocastleinv.com.
For further information please contact:
International Administration Group (Guernsey) Limited
Company Administrator and Secretary
Attn: Mark Woodall
Tel: +44 14 8172 3450
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 and the Supplementary 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.
Application will be made for all of the Offer Shares to be admitted to listing on NYSE Euronext in Amsterdam. The Company, NYSE Euronext in 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 NYSE Euronext in Amsterdam.
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, the Supplementary Prospectus or any other matter related thereto.
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 or any other person has authorised an 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 this announcement nor the Prospectus nor the Supplementary 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 of 1933, as amended (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. Therefore, there will be no public offer of the Offer Shares in the United States. The Company will not be registered under the U.S. Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of such act.
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.
Neither the content of Eurocastle's website (or any other website) nor the content of any website accessible from hyperlinks on Eurocastle'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 Eurocastle'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 US 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 Eurocastle'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 Eurocastle as of the date hereof. The financial information included in this press release reflects Eurocastle's current preliminary estimates, is subject to the completion of the Company's year end financial review process and is subject to change. Subject to any continuing obligations under the Listing Rules and the Disclosure and Transparency Rules, Eurocastle 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 respective affiliates expressly disclaims 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 Thomson Reuters on behalf of Thomson Reuters 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 Thomson Reuters ONE
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