ISG Capital Corporation Announces Mailing of Circular Detailing Proposed Plan of Arrangement with Firm Capital
TORONTO, Oct. 10, 2012 /CNW/ - ISG Capital Corporation (TSX-V: SUS) ("ISG") announced that it has mailed an information circular ("Circular"), form of proxy and Letter of Transmittal and Election (collectively the "Meeting Materials") related to the Annual and Special Meeting of shareholders to be held October 29, 2012 (the "Meeting"). The Meeting will be held at 10:00 am (Toronto time) at the offices of Goodmans LLP, 333 Bay Street, Suite 3400, Toronto, Ontario. The Meeting Materials are also available at www.sedar.com.
At the Meeting, shareholders will be asked to consider and, if thought advisable, approve special resolutions with respect to, among other things:
the proposed sale of ISG's sole real estate asset, an industrial
distribution facility located at 311 Ingersoll Road, Ingersoll, Ontario
(the "Ingersoll Sale"), and
- an arrangement involving ISG and Firm Capital Property Trust (the "Trust") and the ISG shareholders under Section 192 of the Canada Business Corporations Act (the "Arrangement") that will effectively convert ISG into a new real estate investment trust listed on the TSX Venture Exchange ("TSXV") with members of the Firm Capital group of companies providing asset, property and executive management services.
The Ingersoll Sale and Arrangement were previously announced by ISG in press releases dated August 10, 2012 and August 30, 2012, respectively.
As part of the proposed Arrangement, shareholders will have the ability, subject to certain limits, to (i) redeem their ISG shares for cash, (ii) exchange them for units of the Trust or, (iii) receive a combination of the two. As indicated in the Circular, ISG currently anticipates that the cash redemption amount will be approximately $0.17 per share and that the ratio at which shares will be exchanged for Trust units will be approximately 0.035 Trust units for each share.
Provided that all necessary shareholder approvals are received and all other closing conditions are satisfied or waived, ISG expects the Ingersoll Sale to close in the first week of November 2012 and the Arrangement to be completed in the fourth quarter of 2012.
ISG is a publicly-traded commercial real-estate company (www.isgcapital.ca). The company is committed to creating shareholder value by incorporating environmentally and socially responsible approaches in its growth strategy.
About FIRM CAPITAL PROPERTY TRUST
Firm Capital Property Trust ("FCPT") is focused on creating long-term value for its unitholders, capital preservation and disciplined investing to achieve stable distributable income. In partnership with management and industry leaders, FCPT focuses on co-owning a diversified property portfolio of multi-residential, flex-industrial, net lease convenience retail, and core service provider professional space. In addition to stand-alone accretive acquisitions, FCPT's primary focus is on acquisitions, on a co-ownership basis with strong financial co-owned partners and will specifically focus on joint acquisitions and the acquisition of partial interest from existing co-ownership groups, in a manner that provides liquidity to those selling co-owners and professional management for those remaining as co-partners. Firm Capital Realty Partners Inc., through a structure solely focused on an alignment of financial interest with FCPT, is the asset and property manager, sourcing, syndicating and participating in investments.
This news release contains "forward-looking statements" within the meaning of applicable securities laws, including those relating to the Plan of Arrangement, the anticipated cash redemption amount thereunder, the expected sale of the Ingersoll Property and the proposed listing of FCPT units on the TSXV. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. In particular, there can be no assurance that the parties will proceed with the proposed plan of arrangement and associated transactions, that the ultimate terms of the proposed plan of arrangement and associated transactions will be consistent with those that currently are contemplated, that the required court, shareholder or TSXV approvals will be obtained, that the proposed plan of arrangement and associated transactions will be successfully completed or that the cash redemption amount that Shareholders are ultimately entitled to receive will be consistent with the amount currently expected by ISG. The statements in this news release are made as of the date of this release. Although ISG believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, readers are cautioned not to place undue reliance on such statements due to the inherent uncertainty therein.
Neither the TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) has approved or disapproved the contents of this press release.
SOURCE: ISG Capital CorporationFor further information:
President and Chief Executive Officer
ISG Capital Corporation
(416) 203-7538 or (877) 877-0213
President and Chief Executive Officer
Firm Capital Property Trust