Eurocastle Investment Limited : Approval of amendments to terms of Convertible Securities & New Dividend Policy

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Overig advies 02/04/2013 08:36
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.






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