Reserved unitholders Unicredito Immobiliare Uno - Press release Public Tender Offer

8/12/2019 Reserved unitholders Unicredito Immobiliare Uno - Press release Public Tender Offer

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PRESS RELEASE

PTO UIU



P RESS RELEASE

GWM Group and Eurocastle launch €120 million partial voluntary tender offerfor approximately 40% of the units of the Italian real estate fund UniCreditoImmobiliare Uno.

Offer price per unit equal to Euro 1,850, representing a 13.1% premium overthe unit market price 1.

Offer underscores offeror s’ commitment to the Italian property market . GWM Group , an international investment group operating in private wealth and institutional assetmanagement, and Eurocastle Investment Limited , an investment company externally managed byan affiliate of Fortress Investment Group LLC and incorporated under Guernsey law whose ordinaryshares are listed on NYSE Euronext Amsterdam, announced today their intention to launch throughtheir fully controlled subsidiaries - Europa Plus SCA SIF – RES Opportunity, and Italy Investments S.àr.l., respectively - a partial voluntary tender offer for maximum no. 64,864 units of the Italian realestate fund UniCredito Immobiliare Uno , which is managed by Torre SGR S.p.A. and listed on theMIV, a stock exchange regulated by Borsa Italiana S.p.A..

The offerors believe that the fund is comprised of quality real estate assets and that the investment

manager’s declared plans for managing the fund are consistent with unitholders realizing the full valueof the fund’s investments within the term of the fund. Furthermore, the offer would allow the offerorsto make a significant investment into the fund by launching a single purchase offer with a reasonabletime frame addressed to, without distinction and at the same terms and conditions, all the f und’sunitholders.

Established by UniCredit Fondi SGR S.p.A. on June 18, 1999, Unicredito Immobiliare Uno is aclosed-ended real estate investment fund specializing in investing in real estate assets and/or sharesin unlisted real estate companies, and in the professional management of the same in order to realize,from time to time, the value of the assets and to distribute the net proceeds accrued after the disposalof its investments. UniCredito Immobiliare Uno is managed by Torre SGR, a company owned 62.5%by affiliates of Fortress Investment Group LLC, and 37.5% by Pioneer Investment ManagementS.G.R. S.p.A..

The maximum threshold represents approximately 40% of the outstanding units issued by the fund asof today. The offer does not include the no. 5,385 units of the fund held by Europa Plus SCA SIF-RES Opportunity as of today, equal to approximately 3.4% of the outstanding units issued by thefund.

The consideration to be paid for each unit of the fund that will be purchased by the offerors will beequal to Euro 1,850, representing a 13.1% premium over the weighted average market price of theunits registered in the 3 months prior to the reference date (6 January 2014).

1 Weighted average market price of the units registered in the 3 months prior to the reference date (6January 2014)



The overall maximum disbursement in the event of purchase by Europa Plus SCA SIF – RESOpportunity and Italy Investments S.a.r.l. of a number of units equal to the maximum threshold, will beequal to Euro 120 million.

The offer will provide an opportunity to current investors in the fund to exit all or at least part of theirinvestment at a premium over the unit market price, ahead of the fund final term in 2017 (pendingapproval by the Bank of Italy of the term postponement resolved upon by Torre SGR in November2013).

Press releases and documents related to the offer are available on the website of the Global

Information Agent (www.sodali.com) .

GWM Group is an independent group that offers specialized and customized financial services. Thegroup, established more than 10 years ago, has more than 150 staff members and now operates infour lines of business: (i) private wealth management; (ii) institutional fund and asset management,(iii) renewable energy investments and operations, and (iv) corporate governance and shareholderresponse advisory, through main offices in London, Geneva, Luxembourg and Rome.

Eurocastle Investment Limited is a closed-ended investment company that owns Italian loans and realestate related assets, German commercial real estate and European real estate securities and loans.The Company is Euro denominated and is listed on Euronext Amsterdam under the symbol “ECT”.Eurocastle is managed by an affiliate of Fortress Investment Group LLC, a leading global investmentmanager. For more information regarding Eurocastle Investment Limited and to be added to our emaildistribution list, please visit www.eurocastleinv.com.

Contact: Barabino & Partners

Federico Steiner

[email protected]

Sabrina Ragone

[email protected]

Tel: 02/72.02.35.35

http://www.sodali.com/

mailto:[email protected]






http://www.sodali.com/



Doc. #: Normal 1

PRESS RELEASE

Pursuant to Article 36 of Consob Regulation No. 11971/99

Partial voluntary tender offer launched, on a joint and several basis, pursuant to articles 102 andfollowing of Legislative Decree no. 58/1998 by Europa Plus SCA SIF – RES Opportunity e ItalyInvestments S.à r.l.

Notice for the suspension of the instructor proceedings terms.

Milan, January 17, 2014 – Please note that on January 17, 2014, CONSOB requested, within itsinstructory proceedings concerning the offer document filed with the same authority by Europa Plus SCASIF – RES Opportunity and Italy Investments S.à r.l. on January 10, 2014, the filing of further detailedinformation, providing for the suspension of the instructory proceedings terms until completion of theinformation pursuant to Article 102, paragraph 4, of the TUF.

All the requested information will be promptly filed with the Authority in order to allow a fast completion ofthe instructor proceedings in stage.

Such suspension will not be, in any case, longer than 15 days, as provided by applicable laws andregulationa.

A notice concerning the reopening of the instructor proceedings will be promptly disclosed to the market.



1

PRESS RELEASE

Pursuant to Article 38 of Consob Regulation No. 11971/99 as amended

Partial voluntary tender offer launched, on a joint and several basis, pursuant to Articles 102 andfollowing of Legislative Decree No. 58/1998 (“TUF”) by Europa Plus SCA SIF – RES Opportunityand Italy Investments S.à r.l. on units of the close-end real estate investment fund UnicreditoImmobiliare Uno (the “Offer”).

RE-OPENING OF THE INSTRUCTION PROCEEDING TERMS

Milan, January 31, 2014 – With reference to the offer document filed with CONSOB on January 10, 2014,on a joint and several basis by Europa Plus SCA SIF – RES Opportunity and Italy Investments S.à r.l.,and following the notice related to the suspension of the instructor proceedings terms dated January 17,2014, please note that on January 31, 2014 CONSOB, pursuant to Article 102, paragraph 4 of the TUF,communicated the re-opening of the instruction proceeding terms related to the Offer which will expire onFebruary 7, 2014.



Press Release

7TH February 2014

Consob approves the Offer Document related to the partial voluntarytender offer for approximately 40% of the units of the Italian real estatefund “UniCredito Immobiliare Uno” jointly promoted by GWM Group andEurocastle

The Offering Period will start on the 10 of February 2014, until the 7 ofMarch 2014, (extremis included)

In regards to the voluntary partial public takeover offer promoted jointly, – pursuant to Article102 of the Legislative Decree n. 58/1998 ( TUF ) – by Europa Plus SCA SIF – RES Opportunity(“Europa RES Opportunity”), managed and controlled by GWM Group, and Italy InvestmentsS.à.r.l, indirectly controlled by Eurocastle Investment Limited, an investment company listed onthe NYSE Euronext Amsterdam and externally managed by an affiliate of Fortress InvestmentGroup LLC (the ” Offerors ”) on a maximum of 64,864 units of the closed-end real estateinvestment fund named “UniCredito Immobiliare Uno” (the “ Fund ”) please note that Consob,with a note n. 18795 dated 7 February 2014, has approved – pursuant art 102, comma 4, fromTUF – the related offer document ( Offer Document ).

Below the main features of the offer that has been detailed in the Offer Document.

Number of Units subject to the Offer:

The Offer concerns a maximum of 64,864 units of the Fund (“ Maximum SubscriptionAmount ”), equal to the 40.54% of all units issued by the Fund at the publication date. The Offerdoes not include the 5,385 units of the Fund already held by Europa RES Opportunity at the

publication date, equal to approximately 3.37% of all units issued by the Fund. It has to behighlighted that Torre SGR, pursuant to the applicable rules and regulations, holds no. 2,200units of the Fund equal to, approximately, the 1.375% of the total amount units of the Fund.

Offer Price:

The consideration to be paid by the Offerors for each unit of the fund brought in subscription tothe Offer is equal to Euro 1,850.00 (save for the possible adjustment downwards of the samefollowing payment of dividends, pro-quota capital redemptions and others amount prior to thepayment date, inclusive) and it represents a premium of 13.11% on the weighted averageclosing price of the units in the three months prior to the reference date (6 January 2014). The



total maximum disbursement of the Offerors, in the event that the Offerors acquire a number ofunits equal to the Maximum Subscription Amount, shall be EUR 119,998,400.00.

Subject to the fulfillment of the Offer conditions, the consideration due to investors who havetendered their shares shall be paid to the investors, in return for the simultaneous transfer oftitle to the units, on the fifth trading day following the end of the subscription period, andtherefore, save for any changes to the Offer that may take place in accordance with theapplicable legal or regulatory provisions, on March 14, 2014.

Offering period:

Pursuant to article 40 of the Consob Rules adopted on the 14 May 1999, n. 11971, andsubsequently modified, the subscription period, accorded with Borsa Italiana, will start on the 10of February 2014 and will end, unless extended, on the 7 of March 2014 (extremis included).

The Offering Document includes the notice approved by the Board of Directors of Torre SGR,the asset management company of the Fund, pursuant to art. 103, paragraph 3, of the TUF.

* * *

The Offerors believe that the Offer will provide an opportunity to current investors in the Fund toexit all or at least part of their investment at a premium over the unit market price 1, ahead of thefund final term in 2017 (pending approval by the Bank of Italy of the term postponementresolved upon by Torre SGR in November 2013).

The Offer Document, will be published on the 8 of February 2014 and will be made available tothe public for consultation: (i) at the registered office of Europa RES Opportunity (in AlleéScheffer 5, L-2520, Luxembourg, Grand Duchy of Luxembourg); (ii) the registered office of ItalyInvestments (in 2-4 rue Beck, L-1222 Luxembourg, Grand Duchy of Luxembourg); (iii) theheadquarters of Unicredit Bank AG Milan branch, the Intermediary in Charge of Coordinating (in

Milan, Piazza Gae Aulenti no. 10, Italy) (iv) the Appointed Intermediaries; (v) these documentsare also available on the website of the Global Information Agent (www. sodali.com).

GWM Group is an independent group that offers specialized and customized financial services.The group, established more than 10 years ago, has more than 150 staff members and nowoperates in four lines of business: (i) private wealth management; (ii) institutional fund and assetmanagement, (iii) renewable energy investments and operations, and (iv) corporate governance

1 Based on the weighted average closing price of the units in the three months prior to thereference date (6 January 2014).



and shareholder response advisory, through main offices in London, Geneva, Luxembourg andRome.

Eurocastle Investment Limited is a closed-ended investment company that owns Italian loans andreal estate related assets, German commercial real estate and European real estate securities andloans. The Company is Euro denominated and is listed on Euronext Amsterdam under the symbol“ECT”. Eurocastle is managed by an affiliate of Fortress Investment Group LLC, a leading globalinvestment manager. For more information regarding Eurocastle Investment Limited and to beadded to our email distribution list, please visit www.eurocastleinv.com.

Contact: Barabino & PartnersFederico Steiner [email protected] [email protected]: 02/72.02.35.35



Press release

8th February 2014

PUBLICATION OF THE OFFERING DOCUMENT RELATING TO THE PARTIAL VOLUNTARY TENDEROFFERLAUNCHED ON A JOINTLY BASIS BY EUROPA PLUS SCA SIF – RES OPPORTUNITY ANDITALY INVESTMENTS S.À R.L.

With reference to the voluntary partial public takeover offer launched on a jointly basis, –pursuant to Article 102 of the Legislative Decree n. 58/1998 ( TUF) – by Europa Plus SCA SIF –RES Opportunity (“Europa RES Opportunity”) managed and controlled by GWM Group and ItalyInvestments S.à r.l. indirectly controlled by Eurocastle Investment Limited, an investmentcompany listed on the NYSE Euronext Amsterdam and externally managed by an affiliate ofFortress Investment Group LLC (the ” Offerors ”), on maximum no. 64,864 units of the closed-end real estate investment fund named “UniCredito Immobiliare Uno” (the “ Fund ”) please notethat the Offering Document approved by Consob, with a note n. 18795 dated February 7, 2014,

has been published on the website of the Global Information Agent (www.sodali.com).

The Offering Document includes the notice approved by the Board of Directors of Torre SGR,the asset management company of the Fund, pursuant to art. 103, paragraph 3, of the TUF.

As already disclosed to the public on February 7, 2014, pursuant to article 40 of the ConsobRules adopted on May 14, 1999, n. 11971, as subsequently modified, the subscription period,agreed with Borsa Italiana, will start on February 10, 2014 and will end, unless extended, onMarch 7, 2014 (extremis included).

In case of success of the Offer, the consideration shall be paid to adherents, in return for the

simultaneous transfer of title to the units, on the fifth trading day following the end of thesubscription period, and therefore, save for any changes to the Offer that may take place inaccordance with the applicable legal or regulatory provisions, on March 14, 2014.

The Offer Document, will be made available to the public for consultation also: (i) at theregistered office of Europa RES Opportunity (in Alleé Scheffer 5, L-2520, Luxembourg, GrandDuchy of Luxembourg); (ii) the registered office of Italy Investments (in 2-4 rue Beck, L-1222Luxembourg, Grand Duchy of Luxembourg); (iii) the headquarters of Unicredit Bank AG Milanbranch, the Intermediary in Charge of Coordinating (in Milan, Piazza Gae Aulenti no. 10, Italy)(iv) the Appointed Intermediaries.



GWM Group is an independent group that offers specialized and customized financial services.The group, established more than 10 years ago, has more than 150 staff members and nowoperates in four lines of business: (i) private wealth management; (ii) institutional fund and assetmanagement, (iii) renewable energy investments and operations, and (iv) corporate governanceand shareholder response advisory, through main offices in London, Geneva, Luxembourg andRome.

Eurocastle Investment Limited is a closed-ended investment company that owns Italian loans andreal estate related assets, German commercial real estate and European real estate securities andloans. The Company is Euro denominated and is listed on Euronext Amsterdam under the symbol“ECT”. Eurocastle is managed by an affiliate of Fortress Investment Group LLC, a leading globalinvestment manager. For more information regarding Eurocastle Investment Limited and to beadded to our email distribution list, please visit www.eurocastleinv.com.

Contact: Barabino & PartnersFederico Steiner [email protected] [email protected]: 02/72.02.35.35

Documents

Reserved unitholders Unicredito Immobiliare Uno - Press release Public Tender Offer