Enterprising Investor
2 years ago
Eurocastle announces results of Tender Offer, Company repurchases 864,980 shares at €10.26 per share, and Eurocastle to Release First Half 2022 Financial Results on 9 August 2022 (8/05/22)
Eurocastle announces results of Tender Offer
Company repurchases 864,980 shares at €10.26 per share and
Eurocastle to Release First Half 2022 Financial Results on 9 August 2022
Guernsey, 5 August 2022 – Eurocastle Investment Limited (Euronext Amsterdam: ECT) today announces the results of the tender offer to repurchase up to 1,286,181 shares at a tender price of €10.26 per share (the “Tender Offer”). The circular describing the terms and conditions of the Tender Offer was published and made available to shareholders on 8 July 2022 (the “Circular”).
The Tender Offer closed at 6:00pm (CET) on 4 August 2022. In accordance with the terms and conditions set out in the Circular and based on the final count by the Company’s agent, ABN AMRO Bank N.V., Eurocastle accepted tenders of 864,980 Ordinary Shares at the fixed price of €10.26 per Ordinary Share for a total tender of €8.9 million, excluding fees and expenses relating to the Tender Offer. The shares accepted for repurchase represent approximately 47% of Ordinary Shares in issue as of 4 August 2022.
The record date for the tendered shares repurchased was 4 August 2022 with settlement expected by 9 August 2022 at which point the repurchased shares will be cancelled. As a consequence, as at 9 August 2022:
- The total number of shares of the Company in issue will be 992,555;
- The total number of shares held by Eurocastle in treasury will be nil (0% of the shares in issue);
- The total number of voting rights exercisable by holders of shares of the Company will be 992,555; and
- The FIG Concert Party will continue to hold 539,638 shares of the Company, representing approximately 54% of Ordinary Shares in issue.
The Company today also announces that it will release its financial results for the six months ended 30 June 2022 on Tuesday, 9 August 2022 before the market opens. Further details relating to the impact of the Tender Offer will be included in that announcement.
Any capitalised terms not defined in this announcement have the same meaning as in the Circular.
NOTICE: This announcement contains inside information for the purposes of the Market Abuse Regulation 596/2014.
ABOUT EUROCASTLE
Eurocastle Investment Limited (“Eurocastle” or the “Company”) is a publicly traded closed-ended investment company. On 18 November 2019, the Company announced a plan to realise the majority of its assets with the aim of accelerating the return of value to shareholders. On 8 July 2022, the Company announced the relaunch of its investment activity with the aim to build a Southern European speciality finance and real estate platform. For more information regarding Eurocastle Investment Limited and to be added to our email distribution list, please visit www.eurocastleinv.com.
https://www.globenewswire.com/news-release/2022/08/05/2492967/0/en/Eurocastle-announces-results-of-Tender-Offer-Company-repurchases-864-980-shares-at-10-26-per-share-and-Eurocastle-to-Release-First-Half-2022-Financial-Results-on-9-August-2022.html
Enterprising Investor
2 years ago
Eurocastle Investment Limited has announced an offer to repurchase up to 1,286,181 of its outstanding shares.
The Tender Offer is intended to provide shareholders who do not wish to participate in the Relaunch with an opportunity to exit their investment in the Company in full or in part for cash at the maximum price that the Company is authorised by its shareholders to repurchase its shares – 97.50% of the Company’s most recently published Adjusted NAV (i.e. €10.26 per share). Shareholders choosing to tender would therefore be able to exit not only at an attractive premium to the current share price, but at effectively the ‘run-off’ NAV based on reserves set by the Board estimating future costs and potential liabilities to liquidate the Company in an orderly fashion. In support of the Relaunch, the FIG Concert Party and the Independent Directors have irrevocably undertaken not to participate in the Tender Offer. Closing of the Tender Offer is conditional on the passing of an ordinary resolution by independent shareholders at a general meeting of the Company to waive the requirement for the FIG Concert Party to make a general offer for the Company under Rule 9 of the City Code on Takeovers and Mergers (the “Code”) should its ownership interest in the Company exceed 30% as a result the Tender Offer.
The FIG Concert Party has an interest in approximately 29.05% of the Ordinary Shares in issue. Therefore, if the Tender Offer is implemented, the shareholding of the FIG Concert Party would likely exceed 30% of the voting rights of the Company, thereby triggering a requirement to make a general offer for the Company, in accordance with Rule 9 of the Code. As the price per Ordinary
Share of such an offer would not be required to be higher than that offered in the Tender Offer, the Independent Directors are of the view that requiring the FIG Concert Party to make a general offer to shareholders under Rule 9 of the Code, as a result of the Tender Offer would add unnecessary levels of complexity, time and expense to the Relaunch process without offering shareholders any substantive benefits over and above those offered by the Tender Offer.
Holders will receive EUR 10.26 (which was approximately $10.39 U.S. Dollars as of 07/26/22) per share.
The offer may be subject to proration.
The tender offer is conditional on the passing of the Rule 9 Waiver Resolution at the General Meeting to be held on July 20, 2022.
Enterprising Investor
6 years ago
Eurocastle Announces New NPL Transaction and Reschedules Third Quarter 2017 Earnings Call to Wednesday, 29 November 2017 (11/20/17)
Guernsey. 20 November 2017 - Eurocastle Investment Limited (Euronext Amsterdam: ECT) ("Eurocastle" or the "Company") today announces that it has committed €12.2 million to acquire a shared interest, alongside affiliates of Fortress Investment Group LLC, in a portfolio of Italian non-performing loans with a gross book value of approximately €293 million. The loans are approximately 83% secured mainly by residential real estate. The transaction is expected to fund by end of November 2017.
In addition, the Company announces that it is rescheduling the release of its financial results for the quarter ended 30 September 2017 to Wednesday, 29 November, 2017 before the market opens. In addition, management will host an earnings conference call at 2:00 p.m. London time (9:00 a.m. New York time) later that day. All interested parties are welcome to participate on the live call. You can access the conference call by dialing first +1-800-215-5243 (from within the U.S.) or +1-330-863- 8154 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference "Eurocastle Third Quarter 2017 Earnings Call" or conference ID number "4446821".
A webcast of the conference call will be available to the public on a listen-only basis at www.eurocastleinv.com. Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast. A replay of the webcast will be available for three months following the call. For those who are not available to listen to the live call, a replay will be available until 11:59 p.m. New York time on Friday, 5 January 2017 by dialing +1-855-859-2056 (from within the U.S.) or +1-404-537-3406 (from outside of the U.S.); please reference access code "4446821".
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.
http://www.globenewswire.com/news-release/2017/11/20/1197204/0/en/Eurocastle-Announces-New-NPL-Transaction-and-Reschedules-Third-Quarter-2017-Earnings-Call.html
Enterprising Investor
6 years ago
Eurocastle Announces Tender Offer to Repurchase up to €84 million of Ordinary Shares at €10.00 per Ordinary Share and Release Date of the Financial Results for the Nine Months Ended 30 September 2017 on 21 November 2017 (10/19/17)
Guernsey. 19 October 2017 - Eurocastle Investment Limited (Euronext Amsterdam: ECT) ("Eurocastle" or the "Company") today announces a tender offer (the "Tender Offer") for the repurchase of up to €84 million of ordinary shares in the Company ("Ordinary Shares") for a fixed price of €10.00 per Ordinary Share. 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 is being undertaken pursuant to the authority passed at the Company's Annual General Meeting held on 21 June 2017. The Tender Offer will remain open until 11.59 p.m. (ET) on 16 November 2017 and is being made at a price of €10.00 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.
This announcement contains inside information and is disclosed in accordance with the Company's obligations under the Market Abuse Regulation (EU) No 596/2014.
Background to and reasons for the Tender Offer
In July 2017, Eurocastle's largest investment, doBank S.P.A. ("doBank"), successfully completed its initial public offering ("doBank IPO") valuing doBank at €704 million, equivalent to approximately 2.7x Eurocastle's value for this investment immediately following its acquisition net of distributions received to date. In conjunction with the doBank IPO, Eurocastle sold 48.8% of its stake in doBank, receiving approximately €146 million of net proceeds. Of these proceeds, €62 million represented normalised funds from operations ("NFFO") which, in line with the Company's distribution policy, will be considered (along with corporate expenses and other NFFO realised in cash in the period) when determining the third quarter dividend[1]. The remaining €84 million represented a capital return on the original investment. In light of this exceptional event, the Company's Board has decided to return these proceeds to investors by way of a Tender Offer. The Board believes that the Tender Offer represents the most accretive and expeditious use of these proceeds through buying back shares at a discount to net asset value ("NAV") and returning capital to investors seeking liquidity at an attractive premium to the prevailing share price, while maintaining sufficient cash reserves to make additional acquisitions into its portfolio.
Company Update
Following the Company's partial sale of its holding through the doBank IPO, Eurocastle's remaining investments continue to show solid performance. NFFO for the third quarter 2017 is currently expected to be in the range of €1.12 to €1.14 per share of which €1.01 per share is attributable to the doBank IPO. Further, the Company continues to benefit from the remaining 20 million shares it holds in doBank which have traded positively since the doBank IPO, closing at a price of €10.98 per doBank share as at 30 September 2017. This positive performance is the primary driver for an expected increase in the Company's third quarter NAV in the range of €10.45 per share to €10.55[2] per share, compared to a NAV of €9.91 per share as at 30 June 2017 (after adjusting for the distribution of the second quarter dividend and the additional shares issued in July).
In line with its distribution policy, when announcing its third quarter results on 21 November 2017 the Company expects to declare a third quarter dividend.
In accordance with applicable law, any decision of the Company to declare or pay a dividend remains in all circumstances a decision to be made by the Board and will be subject to the fulfilment of certain conditions and legal requirements - there can be no assurance that any dividend will be paid at any particular level or at all. Any Ordinary Shares successfully tendered in the Tender Offer will not, for the avoidance of doubt, be eligible for any such dividend.
Subsequent to the third quarter, doBank's share price has appreciated a further 30% to €14.27 per share as at market close on 18 October 2017 following success in reaching a preliminary agreement on a new servicing mandate on GBV €8 billion of non-performing loans which form part of the portfolio originated by Monte Paschi di Siena that is in the process of being securitised. Further details can be found on its website (www.doBank.com) under the Investor Relations section. On a pro forma basis this appreciation in doBank's share price would increase the Company's estimated NAV per share for 30 September 2017 to a range of €11.55 per share to €11.65 per share. Adjusted for the estimated manager incentive compensation (determined assuming all of its investments are realised in line with the expected NAV) this would be €10.75 to €10.85 per Ordinary Share (the "Pro Forma NAV per share").
The Tender Offer
The Tender Price has been set at €10.00 per share, representing a premium of 8.1% to the volume weighted average closing price on Euronext Amsterdam of €9.25 per Ordinary Share over the last month to 18 October 2017 (the latest practicable date before the publication of this announcement), and a discount of approximately 7% to the Company's Pro Forma NAV per share as at 30 September 2017.
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 13.75 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 16 November 2017.
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 17 November 2017 and published on the Company's website (www.eurocastleinv.com).
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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. (GMT) Monday to Friday (telephone number +44 1481 711301).
Release Date of the Financial Results for the Nine Months Ended 30 September 2017 on 21 November 2017
In addition, the Company announces that it will release its financial results for the third quarter ended 30 September 2017 on 21 November 2017 before the market opens. Management will host an earnings conference call at 2:00 p.m. London time (9:00 a.m. New York time) later that day. All interested parties are welcome to participate on the live call. You can access the conference call by dialing first +1-800-215-5243 (from within the U.S.) or +1-330-863- 8154 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference "Eurocastle Third Quarter 2017 Earnings Call" or conference ID number "4446821".
A webcast of the conference call will be available to the public on a listen-only basis at www.eurocastleinv.com. Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast. A replay of the webcast will be available for three months following the call. For those who are not available to listen to the live call, a replay will be available until 11:59 p.m. New York time on Saturday, 28 December 2017 by dialing +1-855-859-2056 (from within the U.S.) or +1-404-537-3406 (from outside of the U.S.); please reference access code "4446821".
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.
https://globenewswire.com/news-release/2017/10/19/1150195/0/en/Eurocastle-Investment-Limited-Tender-Offer-and-Release-of-Financial-Results.html
Enterprising Investor
6 years ago
Eurocastle Announces Exercise of Options by its Manager (8/14/17)
Guernsey, 14 August 2017 – Eurocastle Investment Limited (“Eurocastle” or “Company”) today announces that its manager, FIG LLC, has exercised all 5.5 million options it held in Eurocastle. The options were exercised on a net settlement basis, based on the closing price of €9.40 per share as at 10 August 2017, resulting in the Manager receiving 998,751 ordinary shares; no cash proceeds were received by the Company. The Company has transferred 998,751 treasury shares (held by the Company due to a previously accretive share buy-back) to FIG LLC to satisfy the option exercise. Accordingly, the Company’s issued share capital now consists of 61,112,164 ordinary shares with voting rights.
Pro forma for the new issued share capital, the Company’s NAV of €10.49 per share as at 30 June 2017 would change to €10.32 per share. There is no impact to the second quarter dividend declared on 4 August 2017 of €0.41 per share with the amount payable of €25.1 million remaining within the distributable NFFO realized in cash for the period.
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.
http://phx.corporate-ir.net/external.file?t=2&item=o8hHt16027g9XhJTr8+weNRYaV9bFc2rMd0Q/AXw4zuB3gLWZoEirn7G3AaxZqJk5JBnk58JwHo8ec+0w+1ndOux/9vMbHUPppG3DpH1+4CrM5qEG8a7/DQI0jNrQCZJlvelX+Sps8EOqWwcwRbfQQ==&cb=636383231336811369
Enterprising Investor
6 years ago
Eurocastle Announces Acquisition of Italian Performing and Sub-Performing Loan Portfolio (8/11/17)
Guernsey, 11 August 2017 – Eurocastle Investment Limited (“Eurocastle” or the “Company”) today announces that the Company, alongside Fortress affiliates, has closed on an acquisition of a portfolio of Italian performing and sub-performing loans with a gross book value of approximately €234 million. The portfolio has been serviced by Italfondiario, a subsidiary of doBank, since 2011. Eurocastle is expecting to invest between €10 and €20 million, after financing, to be funded in the fourth quarter 2017.
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.
http://phx.corporate-ir.net/external.file?t=2&item=o8hHt16027g9XhJTr8+weNRYaV9bFc2rMd0Q/AXw4zsnHVOi5z3MTF+fQ34Xwh+wCb8NS2jy466XSekaw50sH+FuR8yE8GtivMQ3GWxNFPTKvj79U4MaAyfJnt4TM2pLe2c9wys1CP5RD71TMDeXZQ==&cb=636380351579209280
Enterprising Investor
7 years ago
Eurocastle Announces Exercise of the Greenshoe Option in doBank IPO (7/19/17)
Guernsey, 19 July 2017 - Eurocastle Investment Limited ("Eurocastle" or the "Company") today announces that doBank has reported that the Joint Global Coordinators of the recently completed IPO have exercised their greenshoe option in full. Accordingly, Eurocastle and other Fortress affiliates have each sold down an additional 1.735 million shares at the IPO price of €9.00 per share. Settlement of the shares will take place on 21 July 2017.
In aggregate, the IPO has resulted in the sale of 38.17 million shares in doBank, of which Eurocastle has sold 19.085 million shares. The Company, together with other Fortress Affiliates, retains a joint 51.22% interest in doBank (excluding 1,750,000 of treasury shares).
The doBank securities may not be offered or sold in the United States unless they are registered under the United States Securities Act of 1933 or exempt from registration. The securities are not and are not intended to be registered in the United States.
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.
http://www.nasdaq.com/press-release/eurocastle-investment-limited--eurocastle-announces-exercise-of-the-greenshoe-option-in-dobank-ipo-20170719-00070
Enterprising Investor
7 years ago
Eurocastle Announces doBank IPO Results and Second Quarter 2017 Earnings Call (7/12/17)
Guernsey, 12 July 2017 - Eurocastle Investment Limited ("Eurocastle" or the "Company") today announces that doBank, in which Eurocastle holds a 50% stake, has reported the pricing of the initial public offering of 34,700,000 shares at €9.00 per share. This represents 44.35% of doBank's share capital (excluding 1,750,000 of treasury shares) following full exercise of the upsize option. These figures do not include up to a further 3,470,000 shares which can be sold as part of the greenshoe option at the discretion of the Joint Global Coordinators within 30 days following the first day of trading. The shares, which were sold by Eurocastle and other Fortress affiliates, are expected to commence trading on Friday, 14 July 2017 on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. ("MTA").
The price of €9.00 per share equates to a market capitalisation of doBank of €704 million. Eurocastle's most recently reported adjusted NAV for its 50% interest of doBank is €270 million. Following settlement of the offering, Eurocastle and other Fortress affiliates will retain an 55.65% interest in doBank, or 51.22% should the greenshoe option be exercised in full (excluding 1,750,000 of treasury shares).
Further information regarding this transaction and how it affects Eurocastle will be provided with the Company's financial results for the second quarter ended 30 June 2017, which will be released on 3 August 2017 before the market opens. In addition, management will host an earnings conference call at 2:00 P.M. London time (9:00 A.M. New York time) later that day. All interested parties are welcome to participate on the live call. You can access the conference call by dialing first +1-800-215-5243 (from within the U.S.) or +1-330-863-8154 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference "Eurocastle Second Quarter 2017 Earnings Call or conference ID number 54172236".
A webcast of the conference call will be available to the public on a listen-only basis at www.eurocastleinv.com. Please allow extra time prior to the c all to visit the site and download the necessary software required to listen to the internet broadcast. A replay of the webcast will be available for three months following the call.
For those who are not available to listen to the live call, a replay will be available until 11:59 P.M. New York time on Sunday, 3 September 2017 by dialing +1-855-859-2056 (from within the U.S.) or +1-404- 537-3406 (from outside of the U.S.); please reference access code "54172236"
* * *
The doBank securities may not be offered or sold in the United States unless they are registered under the United States Securities Act of 1933 or exempt from registration. The securities are not and are not intended to be registered in the United States.
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.
https://globenewswire.com/news-release/2017/07/12/1043102/0/en/Eurocastle-Investment-Limited-Eurocastle-Announces-doBank-IPO-Results-and-Second-Quarter-2017-Earnings-Call.html
Enterprising Investor
7 years ago
Eurocastle Announces Initial Public Offering of doBank and Key Terms (6/29/17)
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.
https://globenewswire.com/news-release/2017/06/29/1031635/0/en/Eurocastle-Investment-Limited-Eurocastle-Announces-Initial-Public-Offering-of-doBank-and-Key-Terms.html
Enterprising Investor
7 years ago
Eurocastle Announces Financial Results for the Nine Months Ended 30 September 2016 (11/10/16)
Guernsey, 10 November 2016 - Eurocastle Investment Limited (Euronext Amsterdam: ECT) today has released its financial results for the nine months ended 30 September 2016.
Normalised FFO[1] of €11.9 million, or €0.20 per share[2] for the third quarter of 2016. €33.5 million or €0.49 per share for the nine months ended 30 September 2016.
Adjusted Net Asset Value[3] of €463.5 million, or €7.71 per share, an increase of €0.01 per share on the quarter (Q2 2016: €462.7 million, or €7.70 per share) reflecting €0.20 per share of valuation movements before Q3 dividend of €0.125 per share and corporate expenses.
Third Quarter 2016 Dividend of €7.5 million, or €0.125 per share paid in October.
[tables deleted]
BUSINESS HIGHLIGHTS SINCE 30 JUNE 2016
doBank - In October, following approval from the Bank of Italy, doBank (50% owned by Eurocastle) successfully completed the acquisition of Italfondiario S.p.A. ("Italfondiario"), the second largest independent non-performing loan servicer in Italy. Together, doBank and Italfondiario will represent the largest independent banking group in Italy, specialising in the credit management and collection of performing and non-performing loans with over €83 billion gross book value ("GBV") of loans under management, and over 4,000 employees and external consultants across 24 offices in Italy. This acquisition is a major milestone in doBank's expansion in the Italian market which significantly strengthens its position as a leading partner to the Italian banking system.
New Italian Investments - Eurocastle acquired a 25% interest in two portfolios of Italian non-performing loans ("NPLs") with an aggregate GBV of approximately €70 million. The first investment of €1.1 million was made on 23 September 2016, while the second acquisition where the Company invested a further €1.0 million closed on 9 November 2016. The two portfolios are predominantly secured by residential real estate.
Italian Investments5 Performance - During the third quarter, Italian Investments reported strong performance generating in aggregate €9.0 million of gross cash flow. Total cash flow generated for the nine months ended 30 September 2016 amounted to €40.3 million6 of which €26.6 million related to doBank's NPL portfolio and servicing business. Since acquisition, Italian Investments have generated €93.7 million, or €7.0 million more than underwriting expectations.
Legacy Business - In line with its strategy to accelerate recoveries from its legacy real estate assets in Germany, the Company agreed to sell Belfry and Truss, the two remaining Retail portfolios. The sale is expected to generate €2.3 million of net proceeds compared to a reported Adjusted NAV of zero. The majority of the assets sold are expected to close by year-end.
ADDITIONAL INFORMATION
For additional information that management believes to be useful for investors, please refer to the latest presentation posted on the Investor Relations section of the Company's website, www.eurocastleinv.com. For consolidated investment portfolio information, please refer to the Company's most recent Financial Report, which is available on the Company's website (www.eurocastleinv.com).
EARNINGS CALL INFORMATION
Eurocastle's management will host an earnings conference call at 2:00 P.M. London time (9:00 A.M. New York time) later today. All interested parties are welcome to participate on the live call. You can access the conference call by dialing first +1- 800-215-5243 (from within the U.S.) or +1-330-863-8154 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference "Eurocastle Third Quarter 2016 Earnings Call" or conference ID number "3334554".
A webcast of the conference call will be available to the public on a listen-only basis at www.eurocastleinv.com. Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast. A replay of the webcast will be available for three months following the call.
For those who are not available to listen to the live call, a replay will be available until 11:59 P.M. New York time on Saturday, 10 December 2016 by dialling +1-855-859-2056 (from within the U.S.) or +1-404- 537-3406 (from outside of the U.S.); please reference access code "3334554".
NORMALISED FFO
Normalised FFO is a non-IFRS financial measure that, with respect to the Company's Italian Investments, recognises income on an expected yield basis allowing Eurocastle to report the run rate earnings from these investments in line with their projected annualised returns. On Eurocastle's Legacy Business the measure excludes realised gains and losses, sales related costs (including realised swap losses), impairment losses, foreign exchange movements and any movements on portfolios with a negative NAV other than sales or asset management fees realised.
Eurocastle believes that, given the strategy of seeking to monetise the residual value of the Legacy Business, focusing on the Normalised FFO of the Company's Italian Investments will enhance investor's understanding of current and future earnings given annualised returns achieved and the average net invested capital[4] over the relevant period.In the first nine months of 2016, Eurocastle generated Normalised FFO of €33.5 million, or €0.49 per share compared to a dividend of €24.1 million, or €0.375 per share. Before corporate costs Italian Investments generated €40.4 million, or €0.59 per share. Given the average net invested capital in the period was approximately €312 million, this equates to a yield of 17%.
In the third quarter of 2016, Eurocastle generated Normalised FFO of €11.9 million, or €0.20 per share. Before corporate costs Italian Investments generated €15.0 million, or €0.25 per share. Given the average net invested capital in the period was approximately €316 million, this equates to a yield of 19%.For the first nine months of 2016, the total net loss after taxation and non-controlling interests as reported under IFRS was €39.8 million. Within the Group's Italian Investments, where the majority of these assets are accounted for at fair value under a discounted cash flow approach, net income after taxation and non-controlling interest for the first nine months of 2016 was €33.6 million, or €0.49 per share.Excluding losses arising within those legacy portfolios that have a negative NAV, the Group generated a net profit after taxation of €31.6 million or €0.46 per share. As at 30 September 2016, the remaining Adjusted NAV of the legacy portfolios was €8.1 million, or €0.14 per share which represents under 2% of the Company's Adjusted NAV.
ABOUT EUROCASTLE
Eurocastle Investment Limited is a publicly traded closed-ended investment company that focuses on investing in Italian performing and non-performing loans, Italian NPL servicing platforms 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.
https://globenewswire.com/news-release/2016/11/10/888662/0/en/Eurocastle-Announces-Financial-Results-for-the-Nine-Months-Ended-30-September-2016.html
Enterprising Investor
7 years ago
Eurocastle Investment Limited announces Completion of the Italfondiario Acquisition by doBank, New Italian Investments and Release of Third Quarter 2016 Financial Results on 10 November 2016 (11/02/16)
Guernsey, 2 November 2016 - Eurocastle Investment Limited (Euronext Amsterdam:ECT) today announces that doBank has successfully completed the acquisition of Italfondiario S.p.A. ("Italfondiario"), the second largest independent non-performing loan servicer in Italy. Together, doBank and Italfondiario will represent the largest independent banking group (the "Group") in Italy, specializing in the credit management and collection of performing and non-performing loans with over €83 billion gross book value ("GBV") of loans under management, and over 4,000 employees and external consultants across 24 offices in Italy. The creation of the Group is a major milestone in doBank's expansion in the Italian market which significantly strengthens its position as a leading partner to the Italian banking system.
In addition, Eurocastle announces that it has acquired a 25% shared interest in two portfolios of non-performing loans with a combined GBV of approximately €70 million. Portfolio #1 consists of 7 borrowers and is approximately 91% secured by first lien mortgages and 9% unsecured. Portfolio #2 consists of loans to 153 borrowers, of which 80% are secured by first lien mortgages with the balance secured by junior liens (~7%) or unsecured (~13%). Affiliates of Fortress Investment Group LLC have invested alongside Eurocastle by acquiring the remaining interest in the portfolios. Italfondiario will be the servicer of the loans.
Eurocastle will release its financial results for the third quarter ended 30 September 2016 on Thursday, 10 November 2016 before the market opens. In addition, management will host an earnings conference call at 2:00 P.M. London
time (9:00 A.M.New York time) later that day. All interested parties are welcome to participate on the live call. You can access the conference call by dialing first +1-800-215-5243 (from within the U.S.) or +1-330-863-8154 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference "Eurocastle Third Quarter 2016 Earnings Call" or conference ID number "3334554".
A webcast of the conference call will be available to the public on a listen-only basis at www.eurocastleinv.com. Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast. A replay of the webcast will be available for three months following the call.
For those who are not available to listen to the live call, a replay will be available until 11:59 P.M.New York time on Saturday, 10 December 2016 by dialing +1-855-859-2056 (from within the U.S.) or +1-404-537-3406 (from outside of the U.S.); please reference access code "3334554".
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.
http://www.nasdaq.com/press-release/eurocastle-investment-limited-announces-completion-of-the-italfondiario-acquisition-by-dobank-new-20161102-00415
Enterprising Investor
8 years ago
Eurocastle Announces First Half 2016 Financial Results (8/03/16)
Guernsey, 3 August 2016 - Eurocastle Investment Limited (Euronext Amsterdam: ECT) today has released its financial results for the first half year ended 30 June 2016.
Normalised FFO[1] of €11.0 million, or €0.15 per share for the second quarter of 2016 (€0.18 per share pro forma for the recent share repurchase that closed in June) (H1 2016: €21.5 million, or €0.30 per share)[2].
Adjusted Net Asset Value[3] of €462.7 million, or €7.70 per share, an increase of €0.35 per share on the quarter (Q1 2016: €532.2 million, or €7.35 per share) reflecting:
€0.25 per share NAV accretion following the €75.1 million share repurchase.
€0.10 per share of valuation movements net of corporate expenses and Q2 dividend of €0.125 per share.
Second Quarter 2016 Dividend of €7.5 million, or €0.125 per share paid in July.
[tables deleted]
BUSINESS HIGHLIGHTS
Share Tender - On 23 May 2016, the Board announced a tender offer of up to €75 million to return excess cash that had been received from the sale of the Company's Legacy assets. The Company repurchased shares to provide existing investors with liquidity and to take advantage of the discount the Company's shares were trading at relative to the Company's then existing Adjusted Net Asset Value. On 20 June 2016, Eurocastle repurchased 12.3 million, or 17.0%, of ordinary shares in issue at a price of €6.10 per share for a total cost of €75.1 million. The repurchase has been accretive both to earnings as well as the balance sheet, increasing Normalised FFO by 20%, or €0.03 per share, and NAV by 3%, or €0.25 per share.
New Italian Investments - On 10 May 2016, Eurocastle invested a further €6.0 million into the real estate Fund Investment IV transaction bringing total equity invested to €7.0 million to acquire substantially all of the units of a newly established unlisted Italian real estate fund set up to restructure and monetise real estate properties owned by an over-levered real estate fund. The portfolio owned by the fund consists of a retail portfolio in Northern Italy and three office assets with a combined value of €132.3 million. Additionally, on 16 and 25 May 2016, the Company invested an aggregate of €5.0 million to acquire an interest in two mezzanine tranches of the fund's debt at a 20% discount to expected recovery.
Italian RE Fund Asset Sales - In May 2016, Eurocastle received €6.8 million, or 63% of its original investment, from real estate Fund Investment III. The distribution followed the sale of an asset which represented 26% of the fund's total assets at a 5% premium to its previously reported market value. The units in this fund were acquired by the Company at a 56% discount to the fund's reported NAV at acquisition. In addition, in June 2016, one asset comprising approximately 33% of real estate Fund Investment IV was sold at a €7.0 million premium to the fund's valuation with the proceeds being applied towards amortising the fund's debt. The sale significantly improves the investment's anticipated return and profitability once all fund assets are sold.
Italian Investment[5] Performance - During the second quarter, Italian Investments in aggregate reported strong performance generating €20.4 million of gross cash flow compared to €12.8 million expected at underwriting. This includes €6.8 million from the RE funds, €1.5 million from the non-performing loans ("NPLs"), €3.8 million from the NPLs within doBank and €8.3 million from doBank's servicing business[6]. Total cash flow generated in the first half of 2016 amounted to €31.3 million of which €19.6 million related to doBank alone[7].
HIGHLIGHTS SUBSEQUENT TO 30 JUNE 2016
On 14 July 2016, the Company announced that doBank, 50% owned by Eurocastle, has agreed to acquire Italfondiario, the second largest independent credit management company in Italy specialising in servicing NPLs for approximately €27 million from Fortress-managed funds and a third party. The acquisition is part of doBank's broader plan to expand and streamline operations in Italy and secure a leading position in the integrated credit management sector. On completion of the acquisition (which is subject to Bank of Italy approval), doBank and Italfondiario will form the largest independent group in the sector and will benefit from significant synergies and economies of scale, thereby making their operations even more efficient and effective, and further enhancing the profile of the group as the major independent servicer of the banking system.
ADDITIONAL INFORMATION
For additional information that management believes to be useful for investors, please refer to the latest presentation posted on the Investor Relations section of the Company's website, www.eurocastleinv.com. For consolidated investment portfolio information, please refer to the Company's most recent Financial Report, which is available on the Company's website (www.eurocastleinv.com).
EARNINGS CALL INFORMATION
Eurocastle's management will host an earnings conference call at 2:00 P.M. London time (9:00 A.M. New York time) later today. All interested parties are welcome to participate on the live call. You can access the conference call by dialing first +1- 800-215-5243 (from within the U.S.) or +1-330-863-8154 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference "Eurocastle First Half 2016 Earnings Call or conference ID number 56353642"
A webcast of the conference call will be available to the public on a listen-only basis at www.eurocastleinv.com. Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast. A replay of the webcast will be available for three months following the call.
For those who are not available to listen to the live call, a replay will be available until 11:59 P.M. New York time on Saturday, 3 September 2016 by dialing +1-855-859-2056 (from within the U.S.) or +1-404- 537-3406 (from outside of the U.S.); please reference access code "56353642"
NORMALISED FFO
Normalised FFO is a non-IFRS financial measure that, with respect to the Company's Italian Investments, recognises income on an expected yield basis allowing Eurocastle to report the run rate earnings from these investments in line with their projected annualised returns. On Eurocastle's Legacy Business the measure excludes realised gains and losses, sales related costs (including realised swap losses), impairment losses, foreign exchange movements and any movements on portfolios with a negative NAV other than sales or asset management fees realised.
Eurocastle believes that, given the strategy of seeking to monetise the existing value of the Legacy Business, focusing on the Normalised FFO of the Company's Italian Investments[8] will further enable investors to understand current and future earnings given annualised returns achieved and the average net invested capital2 over the relevant period.
In the first half of 2016, Eurocastle generated Normalised FFO of €21.6 million, or €0.30 per share compared to a dividend of €16.6 million, or €0.25 per share. Before corporate costs Italian Investments generated €25.3 million, or €0.35 per share. Given the average net invested capital in the period was approximately €311 million, this equates to a yield of 16%.
In the second quarter of 2016, Eurocastle generated Normalised FFO of €11.0 million, or €0.15 per share (or €0.18 per share calculated on the lower share count of 60.1 million following the share repurchase completed in June 2016). Before corporate costs Italian Investments generated €13.4 million, or €0.19 per share. Given the average net invested capital in the period was approximately €312 million, this equates to a yield of 17%.
For the first six months of 2016, the total net loss after taxation and non-controlling interests as reported under IFRS was €8.1 million. Within the Group's Italian Investments, where the majority of these assets are accounted for at fair value under a discounted cash flow approach, net income after taxation and non-controlling interest for the first half of 2016 was €26.5 million, or €0.37 per share.
Excluding losses arising within those legacy portfolios that have a negative NAV, the Group generated a net profit after taxation of €22.8 million or €0.32 per share. As at 30 June 2016, the remaining adjusted NAV of the legacy portfolios was €8.4 million, or €0.14 per share which represents under 2% of the Company's Adjusted NAV.
ABOUT EUROCASTLE
Eurocastle Investment Limited is a publicly traded closed-ended investment company that focuses on investing in Italian performing and non-performing loans, Italian NPL servicing platforms 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.
http://phx.corporate-ir.net/external.file?t=2&item=o8hHt16027g9XhJTr8+weNRYaV9bFc2rMd0Q/AXw4zvw3a3XroJkYCWnd8nIDLo1MqOCJ0FG8uPw8pzx9qhYa9LZ9qwx3pGDu/pEbeeMqRch1QLAk8Z1CaTOeRjgLZ3VoFhSOyiJhC4CT8VeLlUOeg==&cb=636058076482344367
Enterprising Investor
8 years ago
Eurocastle’s doBank Agrees to Acquire Italfondiario, the Second Largest Independent Non-Performing Loan Servicer in Italy (7/14/16)
Guernsey, 14 July 2016 – Eurocastle Investment Limited (“Eurocastle” or the “Company”) today announces that doBank, a leading Italian bank in the management and collection of non-performing loans with €45 billion gross book value (“GBV”) of loans under management, has agreed to acquire a 100% interest in Italfondiario for approximately €27 million. doBank is 50% owned by Eurocastle. The transaction is expected to close by the end of September, subject to regulatory approval by the Bank of Italy.
Italfondiario is the second largest independent credit management company specialising in the servicing of non-performing loans in Italy. It currently manages loans with a GBV of approximately €43 billion and, along with doBank, is the highest rated Italian servicer by S&P (Strong) and Fitch (RSS1-/CSS1-). Prior to the acquisition by doBank, Italfondario was majority-owned by Fortress-managed funds.
The acquisition is part of doBank’s broader plan to expand and streamline operations in Italy and secure a leading position in the integrated credit management sector. On completion of the acquisition, doBank and Italfondiario will be the largest independent group specialising in the credit management and collection of non-performing loans in Italy, with over €88 billion GBV of loans under management expected.
doBank intends to retain the separate identity and credit management activities of Italfondiario, with both companies further developing their complementary skills and expertise, while also benefitting from the opportunity for both companies to achieve significant synergies and economies of scale in ancillary services, supporting the Group’s future growth.
Through this integration, doBank intends to leverage Italfondiario’s expertise focusing on market opportunities, relationships with banks and large institutional investors as well as management of large volumes, which will allow doBank to access a broader market.
“These are two excellent entities,” said Giovanni Castellaneta, the Chairman of doBank and Italfondiario, “as proved by their top-level European ratings assigned by Fitch and S&P, and their market leading positions, with a combined NPL portfolio under management of over €88 billion euros. As a single ?new' Banking Group, both companies will benefit from significant synergies and economies of scale, thereby making their operations even more efficient and effective, and further enhancing the profile of the Group as the major independent servicer of the banking system.”
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.
http://phx.corporate-ir.net/external.file?t=2&item=o8hHt16027g9XhJTr8+weNRYaV9bFc2rMd0Q/AXw4ztP21OXJOq2oG6GnuIJxIKxE82WosCRRRrTff3a5ZBh2qpRtkAy/zp2QtLqzO6Uz8HWn6Dax0GpQJlPFENn8geGPUgDSVm/XVtGxnMf3gkDFg==&cb=636041046356188848
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