Eurocastle Investment Limited
Eurocastle Investment Limited Announces Tender Offer
Eurocastle Investment Limited / Tender Offer Release of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. ---------------------------------------------------------------------- THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO CANADA, AUSTRALIA OR JAPAN Eurocastle Investment Limited Announces Tender Offer Guernsey, 21 August 2008 - Eurocastle Investment Limited (the 'Company') (Frankfurt Stock Exchange: EUI1 and Euronext Amsterdam: ECT) announced today the posting of its circular (the 'Circular') to shareholders in relation to a proposed tender offer for the purchase of up to 3.2 million ordinary shares in the Company ('Ordinary Shares') for a fixed price of €6.00 per Ordinary Share in order to return a maximum of €19.2 million in cash to shareholders (the 'Tender Offer'). The Tender Offer is being undertaken pursuant to a buyback authority passed at the Company’s Annual General Meeting held on 4 June 2008 and was approved by the board of directors of the Company on 13 August 2008. The Tender Offer will be open from 21 August 2008 to 6.00 p.m. (CET) on 18 September 2008 and is being made at a price per existing Ordinary Share in issue of €6.00 (the 'Tender Price'). The Tender Price represents a premium of €1.10 over the closing price (as derived from the Euronext Amsterdam Daily Official List (Officiële Prijscourant)) of €4.90 per Ordinary Share on 13 August 2008, being the last date before Eurocastle’s intention to launch a Tender Offer was announced. The repurchase of Ordinary Shares by the Company will be carried out through ABN AMRO Bank N.V. acting for and on behalf of the Company as agent. The transaction will be carried out on-market through the available systems of Euronext Amsterdam N.V.. The Tender Offer will be financed through the #use of the Company’s cash on account. The Tender Offer is available to eligible shareholders outside Canada, Australia and Japan in respect of the number of Ordinary Shares registered in those shareholders’ names at 6.00 p.m. (CET) on 18 September 2008 (the 'Record Date'). Background to and reasons for the Tender Offer As the Company has funds surplus to the operational requirements of its continuing activities, the Directors believe that it is an appropriate time to return through the Tender Offer up to €19.2 million of cash to shareholders. In arriving at the level of cash available to be returned to shareholders, the Directors have taken account of the levels of funding remaining within the Company’s group to enable it to meet its working capital requirements. The Tender Offer will provide eligible shareholders with an opportunity to sell part or all of their respective shareholdings 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 shares might not otherwise be purchased by the Company through a general on-market buy back. Eligible shareholders will be entitled to tender to the Company up to 5 per cent. of their holding of Ordinary Shares as at the Record Date (the 'Basic Entitlement'). Tendering shareholders may also be able to participate in the cash distribution in excess of their Basic Entitlement, up to their maximum shareholding in the Company, to the extent that other shareholders do not wish to participate fully in the Tender Offer. The board believes that the Tender Offer will satisfy the objective of returning capital to Shareholders in a manner that is earnings enhancing while enabling all Shareholders to participate pro rata, should they choose to. All Ordinary Shares bought back will be withdrawn from listing and trading on Euronext Amsterdam by Euronext NYSE and cancelled. The Tender Offer 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 19 September 2008 and published on the Company’s website (www.eurocastleinv.com). Expected timetable Tender Offer opens 21 August 2008 Last time and date for receipt of Tender Forms in respect of certificated Ordinary Shares 3.00 p.m. (CET) on 15 September 2008 Tender Closing Date 6.00 p.m. (CET) on 18 September 2008 Record Date for the Tender 6.00 p.m. (CET) on 18 September 2008 offer Announcement of results of the Tender Offer 19 September 2008 Settlement date on which CREST accounts and Euroclear Nederland accounts will be credited with Tender Offer proceeds and revised holdings of uncertificated Ordinary Shares 25 September 2008 Despatch of cheques for Tender Offer proceeds for certificated Ordinary Shares 25 September 2008 Despatch of balance share certificates for unsold Ordinary Shares and share certificates for unsuccessful tenders (certificated holders only) 25 September 2008 The above times and dates may be subject to change and, in the event of such change, the revised times and/or dates will be notified to shareholders. Information in connection with the Tender Offer will be published on the Company’s website (www.eurocastleinv.com) or can be obtained from ABN AMRO Bank N.V., Equity Capital Markets/Corporate Actions (telephone number +31 (0) 20 383 6707). For further information please contact: International Administration (Guernsey) Limited Company Administrator Attn: Mark Woodall Tel: +44 1481 723450 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 the Frankfurt Stock Exchange under the symbol 'EUI1' and on Euronext Amsterdam under symbol 'ECT'. The Company is managed by an affiliate of Fortress Investment Group LLC, a global alternative asset manager with approximately $35.1 billion in assets under management as of 30 June 2008. For more information regarding Eurocastle Investment Limited and to be added to our email distribution list, please visit http://www.eurocastleinv.com. Notes The information in this announcement should be read in conjunction with the full text of the Circular. Terms #used in this announcement but not defined herein have the meaning given to them in the Circular. This announcement does not constitute a recommendation concerning the Tender Offer and should not be construed as advice relating to legal, taxation or any other matters. The value of shares can go down as well as up. Past performance is not a guide to future performance. Investors should consult a professional adviser as to the suitability of the Tender Offer for the investor concerned. Certain statements made in this announcement are forward looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could ca#use actual events or results to differ materially from any expected future events or results referred to in these forward looking statements. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. 26.08.2008 Financial News transmitted by DGAP ---------------------------------------------------------------------- Language: English Issuer: Eurocastle Investment Limited PO Box 282, Regency Court, Glategny Esplanade GY1 1WW St. Peter Port Großbritannien Phone: +44 1481 723 450 Fax: +44 1481 716 868 E-mail: mwoodall@iag.co.gg Internet: http://www.eurocastleinv.com ISIN: DE000A0MSFR8 WKN: A0MSFR Listed: Regulierter Markt in Frankfurt (Prime Standard) End of News DGAP News-Service ---------------------------------------------------------------------------
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