EUROCASTLE INVEST. : Preliminary Results, Amendment to Convertible Securities & Management Agreement and New Investment Focus
02/28/2013| 02:05am US/Eastern
EUROCASTLE INVESTMENT LIMITED
FOR IMMEDIATE RELEASE
Contact:
International Administration Group (Guernsey) Limited
Company Administrator
Attn: Mark Woodall
Tel: +44 1481 723450
Preliminary Results, Amendment to Convertible Securities & Management Agreement and New Investment Focus
Guernsey. 28 February 2013 - Eurocastle Investment Limited (Euronext Amsterdam: ECT) ("Eurocastle" or the "Company") hereby announces its preliminary results for the 12 months ended 31 December 2012.
Highlights
The Company expects to report that its NAV has decreased by 55.6 million (0.18 per share) to 307.3 million or 0.46 per share1 mainly as a result of share dilution reflecting interest accruing on the convertible debt (0.10 per share) and a decrease in the fair value of the Company's investment property (0.10 per share), which has been partially offset by gains realised from senior debt repurchases net of impairment losses within Eurocastle's Debt Investment portfolio.
The Company has secured a 12 month extension of the senior loan on the Drive portfolio to January 2014 with interim amortisation targets to be met through an agreed sales programme. Eurocastle remains in constructive discussions with the lenders of the junior facility which matured in January 2013.
As at 31 December 2012, Eurocastle had a corporate cash balance of 38.8 million.
The Company proposes to clean up its capital structure by re-striking the conversion price in its outstanding Convertible Securities from 0.30 to 0.05 per share and converting all such outstanding convertible debt into ordinary shares.
Conditional on such conversion, the Company has reached agreement to rebase the management fee calculation under its management agreement with FIG LLC, an affiliate of Fortress Investment Group LLC ("Fortress"), which will preserve capital for investment.
The Company sees opportunities in moving its investment focus to distressed Italian debt and real estate.
1 The NAV disclosed is on a fully diluted basis and excludes the negative NAV of the Mars Floating portfolio as this financing is non-recourse to the Company and not callable as a result of any changes in the value of the assets.
Summarised Balance Sheet 2012
(unaudited)
'000 2011
(audited)
'000
Cash and cash equivalents 141.3 117.7
Real Estate investment property 2,020.3 2,201.8
Debt investments 456.1 494.2
Other assets 31.7 57.1
Total assets 2,649.4 2,870.8
Interest bearing debt financing (2,251.0) (2,405.9)
Other liabilities (106.3) (102.0)
Total liabilities (2,357.3) (2,507.9)
Net assets 292.1 362.9
Net assets /share 0.44 0.64
Net assets of the Mars Floating Portfolio (15.2) 5.7
Adjusted net assets2 307.3 362.9
Adjusted net assets /share 0.46 0.64
Summarised Income Statement 2012
(unaudited)
'000 2011
(audited)
'000
Rental and service charge income 167.7 121.1
Interest income 23.9 25.2
Net impact of sale of Mars Fixed 6.8 (9.4)
Decrease in fair value of investment properties (94.7) (28.8)
Other than temporary impairment on securities (16.7) (41.0)
Interest expense (87.2) (80.8)
Service charges and property operating expenses (57.0) (41.2)
Other operating income / (expenses) (14.8) (16.1)
Net (loss) / profit before taxation (71.9) (71.0)
Taxation (9.7) (1.1)
Net (loss) / profit after taxation (81.7) (72.1)
2 Excludes the negative net assets of the Mars Floating portfolio.
The Company expects to publish its audited financial statements for the year ended 31 December 2012 in the second half of March 2013.
Amendments to Convertible Securities and Management Agreement
Eurocastle also announces that it has today posted to 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") a notice seeking their consent to certain amendments to the conditions of the Convertible Securities. The amendments, if approved by the requisite majority of securityholders, would authorise Eurocastle to mandatorily convert all but not some of the outstanding Convertible Securities (total expected balance as at 28 February 2013 of 166.5 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 Conversion Price of 0.05 is equal to the 90 day trailing average price of the Company's ordinary shares as quoted on Euronext.
If the securityholders approve the amendment to the conditions of the Convertible Securities, Eurocastle currently expects to exercise the mandatory conversion right promptly following the effective date of the amendment.
Eurocastle and Fortress, its investment manager, have agreed to make certain amendments to the management and advisory agreement pursuant to which Fortress manages Eurocastle's assets, with the effectiveness of such amendments being conditional upon the conversion of all of the outstanding Convertible Securities. The agreed amendments would (i) reduce the amount payable by Eurocastle to Fortress as annual management fee by resetting the capital base upon which such fee is calculated from an amount equal to aggregate equity proceeds raised to 300 million plus an amount equal to the proceeds of any future issue of equity share capital; and (ii) similarly reset the capital base upon which Fortress's entitlement to incentive compensation is calculated.
Taken together, Eurocastle believes that these measures will simplify the capital structure of the company, reduce the Company's ongoing operating costs thus freeing up additional capital for investment, and re-align the investment manager's incentives. If market conditions permit, the Company may seek to raise additional capital through the issue of further shares in order to make new investments. Subject to profits being available for the purpose, the Company also intends to resume regular dividend payments.
New Investment Opportunities
Concurrently, Eurocastle is intending to pursue new investment opportunities in the Italian real estate market. Fortress believes there is the potential for attractive gross unlevered returns through investment in Italian non-performing loans and other real estate assets. Fortress has had a significant presence in Italy since 2000 both as an investor in non-performing loans and through its ownership of Italfondiario, the largest independent non-performing loan servicer in Italy.