Proventure Income Fund Announces Closing of $30 Million Private Placement, $32 Million Bank Financing and Acquisition of Properties
/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
Symbol: PVT.UN (TSX-V)
TORONTO, Sept. 27, 2012 /CNW/ - Proventure Income Fund ("Proventure") (TSX-V: PVT.UN) today announced that it has closed its previously announced private placement ("Private Placement") of 66,666,667 units ("Units") at a price of $0.45 per Unit for gross proceeds of $30 million. Approximately, $20 Million of the Private Placement was brokered by BMO Capital Markets ("BMO") as sole lead agent. Proventure also announced that it has closed a debt financing ("Debt Financing") under which BMO, acted as agent and lead arranger. The net proceeds from the Private Placement plus a portion of the Debt Financing was used to purchase today a portfolio of three industrial properties in Canada with the balance of such amount being used to purchase an additional industrial property in Canada within 30 days for an aggregate purchase price for all four properties of $50.1 million (the "Real Estate Portfolio"). Any balance of the Debt Financing will be available for general corporate purposes, including short-term financing of future acquisitions of commercial real estate investments. The Debt Financing is in an amount of up to 65% of the appraisal value of the Real Estate Portfolio, not to exceed $32 million in the aggregate. The Debt Financing will mature on or about September 30, 2014, with Proventure having the option to prepay any amounts without penalty, subject to Proventure providing prior written notice to BMO. The Debt Financing will be secured by the Real Estate Portfolio and an assignment of its leases and rents. BMO's security over the Real Estate Portfolio ranks in first priority and, subject to ordinary exceptions, no other charges will be permitted against the Real Estate Portfolio.
Proventure also announced that it has amended and restated its declaration of trust. A copy of the third amended and restated declaration of trust (the "Amended Declaration of Trust") will be filed under Proventure's profile on SEDAR at www.sedar.com. The amendments are designed to bring the Fund's declaration of trust in line with other publicly traded real estate investment trust. In particular, the Amended Declaration of Trust now provides:
- that the Investment guidelines for the Fund will include, among other things:
- that the Fund may only invest, directly or indirectly, in:
- interests (including fee ownership and leasehold interest) in income-producing real property;
- corporations, trusts, partnerships or other persons which principally have interests (including the ownership of leasehold interests) in income-producing real property (or activities relating or ancillary thereto); and
- such other activities, properties or assets as are consistent with the other investment guidelines of the Fund or as may be approved by Unitholders in accordance with the terms of the Amended Declaration of Trust
- the Fund will not invest in rights to or interests in mineral or other natural resources, including oil or gas, except as incidental to an investment in real property;
- the investment policies for the Fund will including, among other things:
- the Fund may directly or indirectly guarantee indebtedness or liabilities of a third party, provided that such guarantee is related to the direct or indirect ownership or acquisition by the Fund of real property that would otherwise comply with the investment guidelines and operating policies of the Fund;
- the Fund will not incur or assume any indebtedness if, after giving effect to the incurrence or assumption of such indebtedness, the total indebtedness of the Fund would be more than 65% of Gross Book Value where "Gross Book Value" means from time to time the book value of the assets of the Fund and its consolidated subsidiaries, as shown on its then most recent consolidated balance sheet, plus accumulated depreciation and amortization on assets and excluding the amount of any receivable reflecting interest rate subsidies on any debt assumed by the Fund, or, if approved by a majority of the Trustees, the most recently appraised value of the assets of the Fund and its consolidated subsidiaries may be used instead of book value;
- the Fund will obtain an independent appraisal, or otherwise satisfy itself of the value, of each property that it intends to acquire;
- the Fund must obtain and maintain at all times insurance coverage in respect of potential liabilities of the Fund and the accidental loss of value of the assets of the Fund from risks, in amounts, with such insurers, and on such terms as the Trustees consider appropriate, taking into account all relevant factors including the practices of owners of comparable properties and the cost of such coverage; and
- the Fund shall obtain or review a Phase I environmental audit of each real property to be acquired by it, dated within 12 months of the proposed date of acquisition, and, if the Phase I environmental audit report recommends or recommended a Phase II environmental audit be obtained, the Fund shall obtain or review a Phase II environmental audit, in each case prepared by an independent environmental consultant; and
- the governing law of the Amended Declaration of Trust will be the laws of the Province of Ontario
The Fund also announced that subject to receiving applicable TSX Venture Exchange ("TSX-V") approval the Fund plans to change its name to Summit Industrial Income Fund. The Fund expects that the name change will be approved in the next few days. As a result of the name change, the Fund will also change it ticker symbol to "SMU.UN" and it will also be issued new CUSIP numbers. Once the name change is approved the Fund will issue a further press release describing the change.
TSX-V has in no way passed upon the merits of the transactions and has neither approved or disapproved the contents of this press release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of Proventure in the United States. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or unless an exemption from such registration is available.
Proventure is an open-ended mutual fund trust established under laws of the Province of Otnario. Proventure is in the commercial property development business and leases real estate to various parties. The units of Proventure are listed on the TSX-V and trade under the symbol "PVT.UN".
Caution Regarding Forward Looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning the change in the Fund's name. The forward-looking statements and information are based on certain key expectations and assumptions made by Proventure and Founders, including the ability to obtain the various approvals required and general economic conditions. Although Proventure believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because Proventure can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties include, but are not limited to, tenant risks, current economic environment, environmental matters, general insured and uninsured risks and Proventure being unable to obtain any required financing and approvals. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward looking information for anything other than its intended purpose. Founders and Proventure undertake no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Proventure Income FundFor further information:
Paul Dykeman - President & CEO
of Proventure Income Fund
Telephone: (902) 448-8044
Ross Drake - Chief Financial Officer
of Proventure Income Fund
Telephone: (902) 430-9337