PRESS RELEASE
PTO UIU
PRESS RELEASE
GWM Group and Eurocastle launch €120 million partial voluntary tender offer
for approximately 40% of the uni...
The overall maximum disbursement in the event of purchase by Europa Plus SCA SIF – RES
Opportunity and Italy Investments S...
Doc. #: Normal 1
PRESS RELEASE
Pursuant to Article 36 of Consob Regulation No. 11971/99
Partial voluntary tender offer lau...
1
PRESS RELEASE
Pursuant to Article 38 of Consob Regulation No. 11971/99 as amended
Partial voluntary tender offer launche...
Press Release
7TH
February 2014
Consob approves the Offer Document related to the partial voluntary
tender offer for appro...
total maximum disbursement of the Offerors, in the event that the Offerors acquire a number of
units equal to the Maximum ...
and shareholder response advisory, through main offices in London, Geneva, Luxembourg and
Rome.
Eurocastle Investment Limi...
Press release
8
th
February 2014
PUBLICATION OF THE OFFERING DOCUMENT RELATING TO THE PARTIAL VOLUNTARYTENDER
OFFERLAUNCHE...
GWM Group is an independent group that offers specialized and customized financial services.
The group, established more t...
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Press release Public Tender Offer - Reserved to unitholders of UIU

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Press release Public Tender Offer reserved to unitholders of UIU: GWM Group and Eurocastle launch €120 million partial voluntary tender offer for approximately 40% of the units of the Italian real estate fund UniCredito Immobiliare Uno. Offer price per unit equal to Euro 1,850, representing a 13.1% premium over the unit market price 1 . Offer underscores offerors’ commitment to the Italian property market.

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Press release Public Tender Offer - Reserved to unitholders of UIU

  1. 1. PRESS RELEASE PTO UIU
  2. 2. PRESS RELEASE GWM Group and Eurocastle launch €120 million partial voluntary tender offer for approximately 40% of the units of the Italian real estate fund UniCredito Immobiliare Uno. Offer price per unit equal to Euro 1,850, representing a 13.1% premium over the unit market price1 . Offer underscores offerors’ commitment to the Italian property market. GWM Group, an international investment group operating in private wealth and institutional asset management, and Eurocastle Investment Limited, an investment company externally managed by an affiliate of Fortress Investment Group LLC and incorporated under Guernsey law whose ordinary shares are listed on NYSE Euronext Amsterdam, announced today their intention to launch through their fully controlled subsidiaries - Europa Plus SCA SIF – RES Opportunity, and Italy Investments S.à r.l., respectively - a partial voluntary tender offer for maximum no. 64,864 units of the Italian real estate fund UniCredito Immobiliare Uno, which is managed by Torre SGR S.p.A. and listed on the MIV, 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 value of the fund’s investments within the term of the fund. Furthermore, the offer would allow the offerors to make a significant investment into the fund by launching a single purchase offer with a reasonable time frame addressed to, without distinction and at the same terms and conditions, all the fund’s unitholders. Established by UniCredit Fondi SGR S.p.A. on June 18, 1999, Unicredito Immobiliare Uno is a closed-ended real estate investment fund specializing in investing in real estate assets and/or shares in 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 disposal of 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 Management S.G.R. S.p.A.. The maximum threshold represents approximately 40% of the outstanding units issued by the fund as of 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 the fund. The consideration to be paid for each unit of the fund that will be purchased by the offerors will be equal to Euro 1,850, representing a 13.1% premium over the weighted average market price of the units 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 (6 January 2014)
  3. 3. The overall maximum disbursement in the event of purchase by Europa Plus SCA SIF – RES Opportunity and Italy Investments S.a.r.l. of a number of units equal to the maximum threshold, will be equal to Euro 120 million. The offer will provide an opportunity to current investors in the fund to exit all or at least part of their investment at a premium over the unit market price, ahead of the fund final term in 2017 (pending approval by the Bank of Italy of the term postponement resolved upon by Torre SGR in November 2013). 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. The group, established more than 10 years ago, has more than 150 staff members and now operates in four lines of business: (i) private wealth management; (ii) institutional fund and asset management, (iii) renewable energy investments and operations, and (iv) corporate governance and shareholder response advisory, through main offices in London, Geneva, Luxembourg and Rome. Eurocastle Investment Limited is a closed-ended investment company that owns Italian loans and real estate 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 investment manager. For more information regarding Eurocastle Investment Limited and to be added to our email distribution list, please visit www.eurocastleinv.com. Contact: Barabino & Partners Federico Steiner f.steiner@barabino.it Sabrina Ragone s.ragone@barabino.it Tel: 02/72.02.35.35
  4. 4. 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 and following of Legislative Decree no. 58/1998 by Europa Plus SCA SIF – RES Opportunity e Italy Investments 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 its instructory proceedings concerning the offer document filed with the same authority by Europa Plus SCA SIF – RES Opportunity and Italy Investments S.à r.l. on January 10, 2014, the filing of further detailed information, providing for the suspension of the instructory proceedings terms until completion of the information 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 of the instructor proceedings in stage. Such suspension will not be, in any case, longer than 15 days, as provided by applicable laws and regulationa. A notice concerning the reopening of the instructor proceedings will be promptly disclosed to the market.
  5. 5. 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 and following of Legislative Decree No. 58/1998 (“TUF”) by Europa Plus SCA SIF – RES Opportunity and Italy Investments S.à r.l. on units of the close-end real estate investment fund Unicredito Immobiliare 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 on February 7, 2014.
  6. 6. Press Release 7TH February 2014 Consob approves the Offer Document related to the partial voluntary tender offer for approximately 40% of the units of the Italian real estate fund “UniCredito Immobiliare Uno” jointly promoted by GWM Group and Eurocastle The Offering Period will start on the 10 of February 2014, until the 7 of March 2014, (extremis included) In regards to the voluntary partial public takeover offer promoted jointly, – 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 Italy Investments S.à.r.l, indirectly controlled by Eurocastle Investment Limited, an investment company listed on the NYSE Euronext Amsterdam and externally managed by an affiliate of Fortress Investment Group LLC (the ”Offerors”) on a maximum of 64,864 units of the closed-end real estate investment 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, from TUF – 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 Subscription Amount”), equal to the 40.54% of all units issued by the Fund at the publication date. The Offer does 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 be highlighted that Torre SGR, pursuant to the applicable rules and regulations, holds no. 2,200 units 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 to the Offer is equal to Euro 1,850.00 (save for the possible adjustment downwards of the same following payment of dividends, pro-quota capital redemptions and others amount prior to the payment date, inclusive) and it represents a premium of 13.11% on the weighted average closing price of the units in the three months prior to the reference date (6 January 2014). The
  7. 7. total maximum disbursement of the Offerors, in the event that the Offerors acquire a number of units 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 have tendered their shares shall be paid to the investors, in return for the simultaneous transfer of title to the units, on the fifth trading day following the end of the subscription period, and therefore, save for any changes to the Offer that may take place in accordance with the applicable 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, and subsequently modified, the subscription period, accorded with Borsa Italiana, will start on the 10 of 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 to exit all or at least part of their investment at a premium over the unit market price 1 , ahead of the fund final term in 2017 (pending approval by the Bank of Italy of the term postponement resolved upon by Torre SGR in November 2013). The Offer Document, will be published on the 8 of February 2014 and will be made available to the public for consultation: (i) at the registered office of Europa RES Opportunity (in Alleé Scheffer 5, L-2520, Luxembourg, Grand Duchy of Luxembourg); (ii) the registered office of Italy Investments (in 2-4 rue Beck, L-1222 Luxembourg, Grand Duchy of Luxembourg); (iii) the headquarters 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 documents are 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 now operates in four lines of business: (i) private wealth management; (ii) institutional fund and asset management, (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 the reference date (6 January 2014).
  8. 8. and shareholder response advisory, through main offices in London, Geneva, Luxembourg and Rome. Eurocastle Investment Limited is a closed-ended investment company that owns Italian loans and real estate 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 investment manager. For more information regarding Eurocastle Investment Limited and to be added to our email distribution list, please visit www.eurocastleinv.com. Contact: Barabino & Partners Federico Steiner f.steiner@barabino.it Sabrina Ragone s.ragone@barabino.it Tel: 02/72.02.35.35
  9. 9. Press release 8 th February 2014 PUBLICATION OF THE OFFERING DOCUMENT RELATING TO THE PARTIAL VOLUNTARYTENDER OFFERLAUNCHED ON A JOINTLY BASIS BY EUROPA PLUS SCA SIF – RES OPPORTUNITY AND ITALY 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 Italy Investments S.à r.l. indirectly controlled by Eurocastle Investment Limited, an investment company listed on the NYSE Euronext Amsterdam and externally managed by an affiliate of Fortress 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 note that 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 Consob Rules 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, on March 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 the subscription period, and therefore, save for any changes to the Offer that may take place in accordance 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 the registered office of Europa RES Opportunity (in Alleé Scheffer 5, L-2520, Luxembourg, Grand Duchy of Luxembourg); (ii) the registered office of Italy Investments (in 2-4 rue Beck, L-1222 Luxembourg, Grand Duchy of Luxembourg); (iii) the headquarters of Unicredit Bank AG Milan branch, the Intermediary in Charge of Coordinating (in Milan, Piazza Gae Aulenti no. 10, Italy) (iv) the Appointed Intermediaries.
  10. 10. 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 now operates in four lines of business: (i) private wealth management; (ii) institutional fund and asset management, (iii) renewable energy investments and operations, and (iv) corporate governance and shareholder response advisory, through main offices in London, Geneva, Luxembourg and Rome. Eurocastle Investment Limited is a closed-ended investment company that owns Italian loans and real estate 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 investment manager. For more information regarding Eurocastle Investment Limited and to be added to our email distribution list, please visit www.eurocastleinv.com. Contact: Barabino & Partners Federico Steiner f.steiner@barabino.it Sabrina Ragone s.ragone@barabino.it Tel: 02/72.02.35.35

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