REG-Eurocastle Inv. Ltd Share Pricing
Released: 27/01/2006
27 January 2006 - Eurocastle (Euronext Amsterdam: ECT) today announces the successful pricing of its offer of new ordinary shares (“New Shares”) (the “Offer”) at a price (the “Offer Price”) of EUR 30.00 per New Share. The number of New Shares to be issued (assuming no exercise of the over-allotment option) is 11,667,000, raising gross proceeds of approximately EUR 350 million. Eurocastle has granted an over-allotment option to Morgan Stanley & Co International Limited on behalf of the underwriters to acquire additional New Shares representing up to 10 per cent. of the Offer at the Offer Price. This over-allotment option may be exercised at any time up to 26 February 2006.
Eurocastle intends to use the net proceeds to fund, in part, the acquisition that it announced on 22 December 2005 of all the units of a German public, open-ended real estate fund that owns a portfolio of 303 commercial properties in Germany from Dresdner Bank AG for approximately €2 billion (the “Dresdner Acquisition”). If Eurocastle does not complete the Dresdner Acquisition, it will use the net proceeds of the Offer to acquire further investments in accordance with the Company’s investment guidelines to increase the size and diversification of the Company’s portfolio.
The New Shares represent approximately 32.5 per cent. of the Company’s enlarged ordinary share capital immediately after admission of the New Shares to listing on Eurolist by Euronext Amsterdam and to trading on Euronext Amsterdam’s market for listed securities.
It is expected that admission of the New Shares to listing on Eurolist by Euronext Amsterdam will become effective, and that dealings in the New Shares on Euronext Amsterdam’s market for listed securities will commence, on 1 February 2006.
The prospectus relating to the Offer will be published on 30 January 2006. Copies of the prospectus will also be available from the Company’s registered office from the date of publication.
Deutsche Bank AG, Goldman Sachs International and Morgan Stanley & Co. International Limited are acting as joint lead managers and joint bookrunners in respect of the Offer. Dresdner Kleinwort Wasserstein and Kempen & Co N.V. are acting as co-lead managers
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About Eurocastle
- Eurocastle is a Euro denominated closed-ended investment company
incorporated in Guernsey and managed by Fortress Investment Group LLC;
- Eurocastle invests in and manages a diverse portfolio consisting primarily of European credit-leased real estate and real estate related debt;
- Eurocastle’s net profit after taxation was €29.6 million for the nine months ended 30 September 2005 or €1.39 per diluted share (compared to €6.9 million for the nine months ended 30 September 2004)
- The Company’s Shares were admitted to listing on Eurolist by Euronext Amsterdam and to trading on Euronext Amsterdam’s market for listed securities on 15 December 2005, and its listing on the London Stock Exchange was cancelled on 22 December 2005
- Since the initial public offering in June 2004, the Board of Directors of the Company has declared total dividends of €2.05. The dividend per Share for the year ended 31 December 2004 was €0.63. The dividend per Share for the three month periods ended 31 March, 30 June, 30 September and 31 December 2005, was €0.33, €0.35, €0.37 and €0.37 respectively, representing a dividend per Share for the year ended 31 December 2005 of €1.42.
For further information please contact:
Deutsche Bank AG
Melanie Saluja, Tel: +44 (0) 20 7545 7221
Goldman Sachs International
Jeremy Sloan, Tel: + 44 (0) 20 7552 1598
Morgan Stanley & Co. International Limited
John Porter, Tel: +44 (0) 20 7677 3301
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus to be published by the Company in due course in connection with the admission of the New Shares to listing in Eurolist by Euronext Amsterdam and to trading on Euronext Amsterdam’s market for listed securities). Copies of the prospectus will be available from the Company’s registered office following publication.
Each of Deutsche Bank AG, Goldman Sachs International, Morgan Stanley & Co. International Limited, Kempen & Co N.V. and Dresdner Kleinwort Wasserstein is acting for Eurocastle in connection with Offering and no one else and will not be responsible to anyone other than Eurocastle for providing the protections offered to clients of Deutsche Bank AG, Goldman Sachs International, Morgan Stanley & Co. International Limited, Kempen & Co N.V. or Dresdner Kleinwort Wasserstein as the case may be nor for providing advice in relation to Offering or in relation to the contents of this announcement or any other transaction, arrangement or matter referred to herein.
These materials may not be distributed, directly or indirectly, in or into the United States, Canada, Australia or Japan. They are not an offer to sell or the solicitation of an offer to buy the securities discussed herein.
This announcement does not constitute an offer of securities for sale in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933 (the “Securities Act”), and may not be offered or sold in the United States, or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) unless they are registered under the Securities Act or pursuant to an exemption from registration. No public offer of securities is being made in the United States. In addition, the issuer of the securities mentioned herein has not been and will not be registered under the U.S. Investment Company Act of 1940 and Investors will not be entitled to the benefits of such act.
In connection with the Offer, Morgan Stanley and Co. International Limited (MSIL), as stabilising manager, may, for stabilisation purposes, over-allot new ordinary shares up to a maximum of 15.0 per cent. of the total number of shares comprised in the Offer. For the purposes of allowing MSIL to cover short positions resulting from any such over-allotments and/or from sales of shares effected by it during the stabilising period, the Company has granted it an option pursuant to which MSIL may require the Company to issue additional shares up to a maximum of 10.0 per cent. of the total number of shares comprised in the Offer at the Offer Price. The over-allotment option is exercisable in whole or in part, upon notice by MSIL, for thirty calendar days after the date of allotment of the shares. Any shares issued by the Company following exercise of the over allotment option will be issued on the same terms and conditions as the shares being issued in the Offer and will form a single class for all purposes with the other shares.
In connection with the Offer, MSIL, as stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot and effect other transactions with a view to supporting the market price of the ordinary shares at a level higher than that which might otherwise prevail in the open market. MSIL is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market or otherwise. Such stabilising measures, if commenced, may be discontinued at any time and may only be taken during the period from 27 January up to and including 26 February 2006.
This announcement does not constitute or form part of any offer for sale or subscription of, or any solicitation of any offer to purchase or subscribe for, ordinary shares ("Ordinary Shares") in the capital of the Company in any jurisdiction. The offer to subscribe for new Ordinary Shares pursuant to the proposed Offer will be made solely on the basis of information that will be contained in a prospectus to be published in due course in connection with the proposed Placing. The prospectus will contain certain detailed information about the Company and its management, as well as financial statements and other financial data. The price and value of, and income from, shares may go down as well as up. Persons needing advice should consult a professional adviser. Past performance is not a guide to future performance.
