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Tuesday, 06/14/2016 8:26:19 AM

Tuesday, June 14, 2016 8:26:19 AM

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Eurocastle Announces Tender Offer to Repurchase up to €75 million of Ordinary Shares (5/23/16)

Guernsey. 23 May 2016 - Eurocastle Investment Limited (Euronext Amsterdam: ECT) ("Eurocastle" or the "Company") today announces the posting of a circular (the "Circular") to shareholders in relation to a proposed tender offer for the repurchase of ordinary shares in the Company ("Ordinary Shares") to return up to €75 million in cash to shareholders (the "Tender Offer"). The Tender Offer is being undertaken pursuant to the authority passed at the Company's Annual General Meeting held on 18 May 2016.

The Tender Offer will commence today and will remain open until 6.00 p.m. (CET) on 20 June 2016.

Background to and reasons for the Tender Offer

The Board believes that the Tender Offer meets the dual objectives of using surplus cash on the Company's balance sheet to (i) return excess cash to investors seeking liquidity, and (ii) take advantage of the discount that the current share price represents to the most recently reported adjusted net asset value of the Company. Having successfully deployed €274 million in new investments during the past year, which largely absorbed the proceeds of the capital raise completed in April 2015, the Tender Offer will be funded primarily from net proceeds from the sale of the Company's legacy assets.

Should the Tender Offer be fully subscribed, the Company will have over €90 million of cash available for future investment (excluding additional capital that could be raised from the financing of its existing assets).

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. Tendering shareholders may also be able to participate in the cash distribution in excess of their otherwise pro rata entitlement.

Clearing Price

A single price per Ordinary Share will be applied to all Ordinary Shares purchased pursuant to the Tender Offer, being the "Clearing Price". The Clearing Price will be the lowest price per Ordinary Share in a range of €6.10 to €7.00 that will allow the maximum number of Ordinary Shares to be repurchased by the Company for a total cost not exceeding €75 million (or, if the aggregate value of all Ordinary Shares validly tendered by Shareholders is less than €75 million, such lesser number of Ordinary Shares as are validly tendered pursuant to the Tender Offer). The Clearing Price will be determined following the closing of the Tender Offer at 6.00 p.m. (CET) on 20 June 2016.

A price of €6.10 per Ordinary Share represents a premium of 2.5 per cent. to the closing price of €5.95 per Ordinary Share on 20 May 2016 (being the latest practicable date before announcement of the Tender Offer) and a discount of 0.7 per cent. to the volume weighted average price over the last month to the same date.

A price of €7.00 per Ordinary Share represents a premium of 17.6 per cent. to the closing price of €5.95 per Ordinary Share on 20 May 2016 (being the latest practicable date before announcement of the Tender Offer) and a premium of 13.9 per cent. to the volume weighted average price over the last month to the same date.

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 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 20 June 2016.

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 21 June 2016 and published on the Company's website (www.eurocastleinv.com).

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).

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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