Eurocastle Investment Limited has announced an offer to repurchase up to 1,286,181 of its outstanding shares.
The Tender Offer is intended to provide shareholders who do not wish to participate in the Relaunch with an opportunity to exit their investment in the Company in full or in part for cash at the maximum price that the Company is authorised by its shareholders to repurchase its shares – 97.50% of the Company’s most recently published Adjusted NAV (i.e. €10.26 per share). Shareholders choosing to tender would therefore be able to exit not only at an attractive premium to the current share price, but at effectively the ‘run-off’ NAV based on reserves set by the Board estimating future costs and potential liabilities to liquidate the Company in an orderly fashion. In support of the Relaunch, the FIG Concert Party and the Independent Directors have irrevocably undertaken not to participate in the Tender Offer. Closing of the Tender Offer is conditional on the passing of an ordinary resolution by independent shareholders at a general meeting of the Company to waive the requirement for the FIG Concert Party to make a general offer for the Company under Rule 9 of the City Code on Takeovers and Mergers (the “Code”) should its ownership interest in the Company exceed 30% as a result the Tender Offer.
The FIG Concert Party has an interest in approximately 29.05% of the Ordinary Shares in issue. Therefore, if the Tender Offer is implemented, the shareholding of the FIG Concert Party would likely exceed 30% of the voting rights of the Company, thereby triggering a requirement to make a general offer for the Company, in accordance with Rule 9 of the Code. As the price per Ordinary
Share of such an offer would not be required to be higher than that offered in the Tender Offer, the Independent Directors are of the view that requiring the FIG Concert Party to make a general offer to shareholders under Rule 9 of the Code, as a result of the Tender Offer would add unnecessary levels of complexity, time and expense to the Relaunch process without offering shareholders any substantive benefits over and above those offered by the Tender Offer.
Holders will receive EUR 10.26 (which was approximately $10.39 U.S. Dollars as of 07/26/22) per share.
The offer may be subject to proration.
The tender offer is conditional on the passing of the Rule 9 Waiver Resolution at the General Meeting to be held on July 20, 2022.
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