Real Estate — January 30, 2013True North Apartment REIT Completes Previously Announced Subscription Receipt Offering
TORONTO, ONTARIO--(Marketwire - Jan. 30, 2013) -
NOT FOR DISTRIBUTION IN THE U.S. OR OVER U.S. NEWSWIRES
True North Apartment Real Estate Investment Trust (the "REIT") (TSX VENTURE:TN.UN) is pleased to announce that it has closed its previously announced bought deal offering (the "Offering") of subscription receipts (the "Subscription Receipts").
The REIT also announced that the syndicate of underwriters (the "Underwriters"), co-led by CIBC and Raymond James Ltd., have exercised their over-allotment option ("Over-Allotment Option") in the full amount. The REIT issued an aggregate 15,950,500 Subscription Receipts at a price of $4.00 per Subscription Receipt (including 2,080,500 Subscription Receipts pursuant to the Over-Allotment Option) for gross proceeds of $63,802,000. The Subscription Receipts will commence trading today on the TSX Venture Exchange ("TSXV") under the symbol "TN.R". The Subscription Receipts were qualified by a prospectus dated January 21, 2013 which has been filed with the regulatory authorities in each of the provinces and territories in Canada and is available at www.sedar.com.
The net proceeds from the Offering will be used, in part, to satisfy the cash portion of the purchase price of the previously announced acquisition of a portfolio comprising 17 multifamily properties that contain 1,570 residential suites located in Alberta, British Columbia, Ontario, and Québec (the "Acquisition"). The Acquisition is expected to close in late February, 2013 and is subject to minority unitholder approval at a unitholder meeting scheduled to be held on February 19, 2013, final TSXV approval, Competition Act approval and satisfaction of customary closing conditions, including satisfactory due diligence and lender consents. The balance of the net proceeds from the Offering and the Over-Allotment Option will be used for general trust purposes and/or for future acquisitions.
On closing of the Acquisition: (i) one REIT unit will be automatically issued in exchange for each Subscription Receipt (subject to customary anti-dilution protections), without payment of additional consideration, (ii) an amount per Subscription Receipt equal to the amount per REIT unit of any cash distributions made by the REIT for which record dates have occurred during the period that the Subscription Receipts are outstanding will become payable in respect of each Subscription Receipt, and (iii) the net proceeds from the sale of the Subscription Receipts will be released from escrow to the REIT.
In the event that: (i) the closing of the Acquisition does not occur on or before April 1, 2013, (ii) the REIT delivers a notice declaring that the agreement relating to the Acquisition has been terminated or that the REIT will not be proceeding with the Acquisition, or (iii) the REIT publicly announces by press release that it does not intend to proceed with the Acquisition, each Subscription Receipt will entitle the holder thereof to receive an amount equal to the full offering price and a pro rata share of interest earned thereon.
Certain statements contained in this press release constitute forward-looking information within the meaning of Canadian securities laws. Forward-looking statements are provided for the purposes of assisting the reader in understanding the REIT's financial position and results of operations as at and for the periods ended on certain dates and to present information about management's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking information may relate to the REIT's future outlook and anticipated events, including completion of the Acquisition and the anticipated use of the net proceeds of the Offering, and may include statements regarding the financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes and plans and objectives of or involving the REIT. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for the REIT or the real estate industry are forward-looking statements. In some cases, forward-looking information can be identified by terms such as "may", "might", "will", "could", "should", "would", "occur", "expect", "plan", "anticipate", "believe", "intend", "seek", "aim", "estimate", "target", "project", "predict", "forecast", "potential", "continue", "likely", "schedule", or the negative thereof or other similar expressions concerning matters that are not historical facts.
Forward-looking statements necessarily involve known and unknown risks and uncertainties, that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, many of which are beyond the REIT's control, affect the operations, performance and results of the REIT and its business, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. These factors include, but are not limited to, the risks discussed in the REIT's materials filed with Canadian securities regulatory authorities from time to time on www.sedar.com. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements as there can be no assurance that actual results will be consistent with such forward-looking statements.
Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, including the closing of the Acquisition, as well as other considerations that are believed to be appropriate in the circumstances, including the following: the Canadian economy will remain stable over the next 12 months; inflation will remain relatively low; interest rates will remain stable; conditions within the real estate market, including competition for acquisitions, will be consistent with the current climate; the Canadian capital markets will continue to provide the REIT with access to equity and/or debt at reasonable rates when required; Starlight Investments Ltd. will continue its involvement as asset manager of the REIT in accordance with its current asset management agreement; and the risks identified or referenced above, collectively, will not have a material impact on the REIT. While management considers these assumptions to be reasonable based on currently available information, they may prove to be incorrect.
The forward-looking statements made in this press release are dated, and relate only to events or information, as of the date of this press release. Except as specifically required by law, the REIT undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
About the REIT
The REIT is an unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario.
The REIT focuses on a long-term strategy to generate stable cash distributions on a tax-efficient basis for unitholders. The REIT intends to actively look for opportunities to expand its asset base and increase its distributable cash flow through acquisitions of additional multi-suite residential rental properties across Canada, the United States and other jurisdictions where opportunities may arise. Additional information concerning the REIT is available at www.sedar.com.
True North Apartment Real Estate Investment Trust
Chief Executive Officer
True North Apartment Real Estate Investment Trust
Chief Financial Officer and Secretary
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