EUROCASTLE INVEST. 
By Guernsey. 2 April 2013 - Further to its announcement dated 28 February 2013, Eurocastle Investment Limited (Euronext Amsterdam: ECT) ("Eurocastle") hereby announces that it has received the requisite number of consents from the holders of its ?75,000,000 20 per cent. perpetual subordinated convertible securities (the "Series A Convertible Securities") and the holders of its ?24,750,000 20 per cent. perpetual subordinated convertible securities (together with the Series A Convertible Securities, the "Convertible Securities") to approve the written resolutions to make certain amendments to the conditions of the Convertible Securities. The amendments, which Eurocastle expects to effect by execution of two supplemental trust deeds on or around 3 April 2013, permit Eurocastle to mandatorily convert all, but not some only, of the outstanding Convertible Securities (total expected balance as at March 31 2013 of ?169.0 million) on or prior to 31 May 2013 at a Conversion Price of ?0.05 per ordinary share, resulting in the issue of new ordinary shares representing in excess of 96% of the resultant aggregate number of ordinary shares in issue (the "Mandatory Conversion").
Eurocastle currently expects to exercise the Mandatory Conversion right promptly following the effective date of the amendment. The amendments previously agreed to the management and advisory agreement between Eurocastle and its investment manager, FIG LLC, would become effective following the Mandatory Conversion.
Following the Mandatory Conversion, subject to investment proceeds being available for the purpose and other legal and regulatory requirements, Eurocastle intends to reinstate an annual dividend of ?0.0025 per share. Eurocastle expects to pay this as a quarterly dividend of ?0.000625 per ordinary share, commencing in the third quarter of 2013. In connection with this, Eurocastle will propose a resolution at its AGM in May to approve an amendment to its Articles of Incorporation to allow it to take advantage of changes to Guernsey company law which permit greater flexibility in the making of dividend payments.
Eurocastle has previously indicated that it would seek opportunities to raise additional capital for new investments through the issue of further ordinary shares where market conditions permit. In the context of seeking to raise capital for new investment opportunities, the Board does not intend to issue more than 2,000,000,000 new ordinary shares at a price below ?0.05 in the six months following the date of the Mandatory Conversion.
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. Undue reliance should not be placed on any forward-looking statements contained herein. These forward-looking statements speak only as at the date of this announcement. 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
