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 .
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Not for release, publication or distribution, directly or indirectly, in Australia, Canada, Japan or the United States. These materials are not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). doBank S.p.A. does not intend to register any part of the offering in the United States or to conduct a public offering of Shares in the United States. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from doBank S.p.A. and will contain detailed information about the company and management, as well as financial statements. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons"). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This document is an advertisement and is not a prospectus for the purposes of the Prospectus Directive. A prospectus prepared pursuant to the Prospectus Directive will be published. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus. In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State.
[1] The percentages of the share capital stated within this release are presented on a fully diluted basis and therefore include treasury shares representing 2.19% of doBank's share capital.
