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Eurocastle Investment Limited: Eurocastle announces publication of prospectus



International Administration Group (Guernsey) Limited
Company Administrator
Attn: Mark Woodall
Tel: +44 1481 723450


Eurocastle announces
publication of prospectus
Guernsey. 27 April 2015

Eurocastle Investment Limited (Euronext Amsterdam: ECT) ("Eurocastle
" or the "Company
") announces today that it has published a prospectus (the "Prospectus
") in relation to an offer of 39,762,992 new ordinary shares to certain
institutional and other sophisticated investors that was announced by the
Company on 17 April 2015 (the "Offer

The Prospectus has been approved by the UK Listing Authority. Copies of the
Prospectus will be available from the Company's registered office and on its

About Eurocastle

Eurocastle Investment Limited is a closed-ended investment company that owns
Italian loans and real estate related assets, German commercial real estate
and European real estate securities and loans. 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

* * *

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. 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. Furthermore, for the purposes of the EU Alternative Investment Fund
Managers Directive (the "Directive
"), the Company is a non-EU AIF whose AIFM is FIG LLC, itself a non-EU AIFM.
Each member state is adopting or has adopted legislation implementing the
Directive into national law. Under the Directive, marketing to any investor
domiciled or with a registered office in the European Economic Area will be
restricted by such laws and the Offer will not be made to investors domiciled
or with a registered office in any member state unless prior notification has
been given to the competent authority in the relevant member state and the
other conditions in Article 42 of the Directive (as implemented in the
relevant member state) have been met.

Neither this announcement nor the 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. 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. The Company will not be
registered under the Investment Company Act and investors will not be
entitled to the benefits of such act. All holders of the Offer Shares in the
United States or who are US Persons must be "Qualified Purchasers" within the
meaning of the Investment Company Act.

There will be no public offer of the Offer Shares in the United States.

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.

Application will be made for all of the Offer Shares to be admitted to listing
on Euronext Amsterdam. The Company, Euronext 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 Euronext Amsterdam.

Credit Suisse Securities (Europe) Limited ("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 or any other matter related thereto.

In connection with the Offer, Credit Suisse and its affiliates, acting as
investors for their own accounts, may subscribe for or purchase Offer Shares
and in that capacity may retain, purchase, sell, offer to sell or otherwise
deal for their own accounts in such Offer Shares and other securities of the
Company or related investments in connection with the Offer or otherwise.
Accordingly, references in the Prospectus, once published, to the Offer
Shares being offered, acquired, sold, placed or otherwise dealt in should be
read as including any offer, sale, acquisition, placing or dealing in the
Offer Shares by Credit Suisse and any of its affiliates acting as investors
for their own accounts. In addition, Credit Suisse or its affiliates may
enter into financing arrangements and swaps in connection with which it or
its affiliates may from time to time acquire, hold or dispose of Offer
Shares. Credit Suisse does not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

Neither Credit Suisse nor any of its directors, officers, employees, advisers
or agents accepts any responsibility or liability whatsoever for/or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any
information has been omitted from the announcement) or any other information
relating to the Company, its subsidiaries or associated companies, whether
written, oral or in a visual or electronic form, and howsoever transmitted or
made available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection therewith.

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 nor any other person has authorised any
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 the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company'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 the Company'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 U.S. 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 the Company'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 the Company as of the date hereof. Subject to any
continuing obligations under the Disclosure and Transparency Rules, the
Prospectus Rules and other applicable regulations, the Company 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 affiliates expressly disclaim 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 NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Eurocastle Investment Limited via Globenewswire


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