Eurocastle Announces Completion of Placement of Ordinary Shares in doValue Launched on August 7 2019
08 Agosto 2019 - 1:00AM
Eurocastle Announces Completion of Placement of Ordinary Shares in
doValue Launched on August 7 2019
Contact:
International Administration Group (Guernsey) Limited
Company Administrator Attn: Mark Woodall
Tel: +44 1481
723450
Eurocastle
Announces Completion of Placement of Ordinary Shares in doValue
Launched on August 7 2019
Guernsey, 8 August 2019 – Further to the press release
published on 7 August 2019, Eurocastle Investment Limited
(“Eurocastle” or the “Company”) announces the successful completion
of the placement to institutional investors of 5 million existing
ordinary shares in its largest single investment, doValue S.p.A.,
formerly doBank S.p.A. ("doValue"), equal to 6.25% of doValue’s
share capital (the “Placement”).
Gross proceeds of the Placement amount to
approximately €52.3 million.
The Placement price of €10.45 per doValue share
represents a discount of approximately 9% to the pre-announcement
closing price of doValue of €11.52 per share.
The settlement of the Placement will take place
on 12 August 2019.
As previously communicated, Eurocastle remains
focused on enhancing shareholder value and narrowing the discount
at which it trades compared to the net asset value (“NAV”) of its
underlying assets. In addition, the Company and its Board of
Directors are mindful of Eurocastle’s investment in doValue, which
represented more than half of Eurocastle’s reported Q1 2019
NAV.
The Company therefore determined that it was an
appropriate time to reduce its holding in doValue with a view to
enabling shareholders to benefit from realising a significant
portion of Eurocastle’s NAV in cash on a highly profitable
investment, whilst at the same time reducing the concentration of
its assets.
Following completion of the Placement,
Eurocastle continues to hold a significant interest in doValue of
18.80% of doValue’s issued share capital. Eurocastle believes that
doValue could benefit from the increased free float resulting from
the Placement together with the potential growth of the business as
it integrates Altamira and expands across the southern European
loan servicing markets. Eurocastle and its Board of Directors will
therefore continue to actively monitor the development of doValue
with the ultimate goal of maximising value for its
shareholders.
Avio Sàrl, the entity through which Eurocastle
holds its interest in doValue, has agreed to a customary 90 day
lockup period with respect to Eurocastle’s residual 18.80% interest
in doValue following the Placement. Subject to customary
exceptions, no additional sales of shares of doValue will be made
by Eurocastle during the lockup period without the consent of the
Joint Bookrunners.
Citigroup Global Markets Limited and JP Morgan,
acted as Joint Bookrunners (the “Joint Bookrunners”) of the
Placement.
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This announcement is not for publication,
distribution or release, directly or indirectly, in or into the
United States of America (including its territories and
possessions, any state of the United States and the District of
Columbia), Canada, South Africa, Australia or Japan or any other
jurisdiction where such an announcement would be unlawful. The
distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession this
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such
jurisdiction.
This announcement is not for publication,
distribution or release, directly or indirectly, in or into the
United States (including its territories and dependencies, any
State of the United States and the District of Columbia). The
securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States without
registration thereunder or pursuant to an available exemption
therefrom. Neither this document nor the information contained
herein constitutes or forms part of an offer to sell, or the
solicitation of an offer to buy, securities in the United States.
There will be no public offer of any securities in the United
States or in any other jurisdiction.
In member states of the European Economic Area
(“EEA”) which have implemented the Prospectus
Directive (each, a “Relevant Member State”), this
announcement and any offer if made subsequently is directed
exclusively at persons who are “qualified investors” within the
meaning of the Prospectus Directive (“Qualified
Investors”). For these purposes, the expression
“Prospectus Directive” means Directive 2003/71/EC (and amendments
thereto, including the 2010 PD Amending Directive, to the extent
implemented in a Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the
expression “2010 PD Amending Directive” means Directive 2010/73/EU.
In the United Kingdom this announcement is directed exclusively at
Qualified Investors (i) who have professional experience in matters
relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the “Order”) or (ii) who fall
within Article 49(2)(A) to (D) of the Order, and (iii) to whom it
may otherwise lawfully be communicated; any other persons in the
United Kingdom should not take any action on the basis of this
announcement and should not act on or rely on it. This announcement
is not an offer of securities or investments for sale nor a
solicitation of an offer to buy securities or investments in any
jurisdiction where such offer or solicitation would be unlawful. No
action has been taken that would permit an offering of the
securities or possession or distribution of this announcement in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required to
inform themselves about and to observe any such
restrictions.
In connection with any offering of the Shares of
doValue (the “Shares”), the Joint Bookrunners and
any of their affiliates acting as an investor for its own account
may take up as a proprietary position any Shares and in that
capacity, may retain, purchase or sell for their own account such
Shares. In addition, the Joint Bookrunners or their affiliates may
enter into financing arrangements and swaps with investors in
connection with which the Joint Bookrunners (or their affiliates)
may from time to time acquire, hold or dispose of Shares. The Joint
Bookrunners do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do
so.
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.
Eurocastle Investment (EU:ECT)
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