EUROCASTLE INVEST. 
By
EUROCASTLE INVESTMENT LIMITED
FOR IMMEDIATE RELEASE
Contact:
International Administration Group (Guernsey) Limited
Company Administrator
Attn: Mark Woodall
Tel: +44 1481 723450
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Eurocastle Announces Passing of Written Resolution for Consolidation of the Ordinary Share Capital
Guernsey, 3 May 2013
Share Consolidation
Eurocastle Investment Limited (Euronext Amsterdam: ECT) (the "Company" or "Eurocastle") announces that the written resolution (the "Written Resolution") sent to shareholders appended to the circular dated 22 April 2013 (the "Circular") seeking approval to implement a consolidation of shares at a ratio of 200:1 with respect to the ordinary share capital of Eurocastle Investment Limited (the "Company") (the "Share Consolidation") was passed on 2 May 2013 by the requisite majority of shareholders as an ordinary resolution.
Except as set out herein, all definitions used in the Circular have the same meaning when used in this announcement.
The expected timetable of key events in relation to the Share Consolidation has been updated since publication of the Circular and is as follows:
| Last day for dealings in Existing Ordinary Shares | 7 May 2013 ("T") |
| Effective Date of the Share Consolidation and commencement of trading of the New Ordinary Shares on NYSE Euronext Amsterdam's market for listed securities | 8 May 2013 T + 1 Business Day |
| CREST UK accounts updated to reflect the Share Consolidation and New Ordinary Shares in Uncertificated Form | 8 May 2013 T + 1 Business Day |
| Last day of settlement for dealings in Existing Ordinary Shares | 10 May 2013 T + 3 Business Days |
| Participant accounts in Euroclear Nederland updated to reflect Share Consolidation and New Ordinary Shares in Uncertificated Form | 13 May 2013 T + 4 Business Days |
| Dispatch of share certificates in respect of New Ordinary Shares issued in Certificated Form (or as soon as practicable thereafter) | 15 May 2013 T + 6 Business Days |
Following the Share Consolidation, the Company's total issued share capital will comprise 17,629,502 New Ordinary Shares.
Dealings and settlement
Arrangements have been made (i) with NYSE Euronext Amsterdam for the Existing Ordinary Shares to be consolidated to create the New Ordinary Shares on the Effective Date; and (ii) with the London Stock Exchange plc for a new ISIN in respect of such New Ordinary Shares. The new ISIN for the New Ordinary Shares will be GB00B94QM994.
As set out in the timetable above, dealings in the Existing Ordinary Shares will continue until close of trading on 7 May 2013 and consolidation of the Existing Ordinary Shares into the New Ordinary Shares will become effective on 8 May 2013, at which time dealings for normal settlement in the New Ordinary Shares will commence at opening of trading.
Shareholders who hold their entitlement to New Ordinary Shares in Uncertificated Form through CREST UK will have their CREST UK accounts adjusted to reflect their entitlement to New Ordinary Shares on the Effective Date. Any trades in Existing Ordinary Shares which have not settled prior to the Effective Date will be automatically subject to the Share Consolidation within the CREST UK system at settlement.
It is expected that shareholders who hold their entitlement to New Ordinary Shares in Uncertificated Form through participants in Euroclear Nederland will have their accounts with the relevant Euroclear Nederland participant adjusted to reflect their entitlement to New Ordinary Shares on 13 May 2013. Should shareholders wish to trade New Ordinary Shares prior to the participant accounts in Euroclear Nederland being updated, they should consult their nominee or custodian bank or broker who can provide guidance on effecting any such trade.
Shareholders who hold their entitlement to New Ordinary Shares in Certificated Form, will have new share certificates in respect of the New Ordinary Shares posted to them, at their own risk, within five Business Days of the Effective Date (or as soon as possible thereafter). These will replace existing certificates which if they have been returned as requested will be destroyed or, if they are still held by shareholders should then be destroyed and will in any case be cancelled and void. Pending the receipt of new certificates, transfers of New Ordinary Shares held in Certificated Form will be certified against the Company's share register.
Results of Written Resolution
As at close of business on 2 May 2013, the date on which the Written Resolution was passed by the requisite majority of shareholders, the number of votes for the Written Resolution was 2,680,738,508, representing 76.03 per cent. of the total number of Existing Ordinary Shares. The total number of Existing Ordinary Shares in issue on 22 April 2013 (the record date for the Written Resolution) was 3,525,900,465. The Company does not have any treasury shares.
Enquiries
| Mark Woodall | Tel: +44 1481 723450 |
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the United States.
The securities mentioned herein have not been, and will not be, registered in the United States under the US Securities Act of 1933 (the "Securities Act"). Securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of the securities mentioned herein in the United States.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Neither the content of Eurocastle's website (or any other website) nor the content of any website accessible from hyperlinks on Eurocastle's website (or any other website) is incorporated in this announcement.
Forward-Looking Statements
Some of the statements contained in this announcement may include forward-looking statements which reflect Eurocastle's or, as appropriate, the Directors' current views with respect to future events and financial performance. Statements which include the words "expect", "believe", "intend", "plan", "will", "project", "anticipate", "would" and similar statements of a future or forward-looking nature identify forward-looking statements for the purposes of the US 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 Eurocastle'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 any forward-looking statements contained herein. Subject to any continuing obligations under the Listing Rules and the Disclosure and Transparency Rules, Eurocastle 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.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Eurocastle Investment Limited via Thomson Reuters ONE
