Daniel Drimmer acquires units of limited partnership controlled by True North Apartment Real Estate Investment Trust
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES FOR IMMEDIATE RELEASE
TORONTO, Feb. 20, 2013 /CNW/ - Daniel Drimmer announced today that in connection with the acquisition (the "Acquisition") by True North Apartment Real Estate Investment Trust (the "REIT") of a portfolio of 17 properties located in Ontario, Québec, Alberta and British Columbia, as part of the purchase price paid by the REIT, Mr. Drimmer, through D.D. Acquisitions Partnership, acquired beneficial ownership of 3,512,878 class B limited partnership units ("Class B LP Units of Rocky LP") of Rocky (2013) Limited Partnership, a limited partnership now controlled by the REIT. The deemed issuance price was $4.27 per Class B LP Unit of Rocky LP. Following the completion of the Acquisition, Mr. Drimmer transferred the 3,512,878 Class B LP Units of Rocky LP to a number of wholly-owned subsidiaries, namely, TransGlobe Pool 2A Ltd., TransGlobe Pool 2A Ltd., TransGlobe Pool 2B, Ltd., TransGlobe Pool 2C Ltd., TransGlobe Pool 2D Ltd., TransGlobe Pool 2E Ltd., and TransGlobe Pool 2F Ltd. Each of these entities, together with Mr. Drimmer and D.D. Acquisitions Partnership, act jointly and in concert and are collectively referred to herein as the "Acquiror".
After giving effect to the Acquisition and the completion of the conversion of 15,950,500 subscription receipts of the REIT issued in connection with the Acquisition into trust units of the REIT ("Units"), the Acquiror, together with the entities listed below, shall beneficially own 9,085,753 Units (including an aggregate of 8,744,506 Units that may be acquired upon the exchange of Class B LP Units of Rocky LP, class B limited partnership units of Blue-Starlight LP, a limited partnership controlled by the REIT, and True North Limited Partnership, a limited partnership controlled by the REIT, which are accompanied by an aggregate of 8,744,506 special voting units of the REIT ("Special Voting Units")) representing approximately 15.96% of the outstanding Units (based on 56,926,427 Units stated to be outstanding as of February 20, 2013 in the REIT's news release issued on February 20, 2013 and after giving effect to the exchange of all outstanding class B limited partnership units for Units on a one-for-one basis).
Pursuant to an exchange agreement dated June 5, 2012, between REIT, Starlight Investments Ltd. ("Starlight"), affiliates of Starlight, True North General Partner Corp. and limited partnerships controlled by the REIT, each Class B LP Unit of Rocky LP and each class B limited partnership unit of Blue-Starlight LP and True North Limited Partnership may be exchanged for one Unit without further consideration at which time a corresponding Special Voting Unit will be cancelled.
The 3,512,878 Class B LP Units of Rocky LP acquired pursuant to the Acquisition were acquired for investment purposes. The Acquiror, together with the entities listed below, may from time to time acquire additional securities of the REIT and its controlled entities (whether pursuant to property acquisition transactions or otherwise), dispose of some or all of the securities of any such entity or maintain its current securities position in the entity.
This press release is being issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers which requires a report to be filed under the REIT's profile on SEDAR (www.sedar.com) containing additional information respecting the foregoing matters. A copy of such report may be obtained by contacting Daniel Drimmer at (416) 234-8444.
SOURCE: Daniel DrimmerFor further information:
The names and addresses of the persons filing the report are:
D.D. Acquisitions Partnership
Drimmer Holdings Ltd.,
Transglobe Apartment Pool 1,
Transglobe Apartment Pool 2,
Transglobe Apartment Pool 5,
Transglobe Apartment Pool 12,
Transglobe Apartment Pool 17,
Transglobe Apartment Pool 18,
Transglobe Apartment Master LP
TransGlobe Pool 2A Ltd.
TransGlobe Pool 2A Ltd.
TransGlobe Pool 2B Ltd.
TransGlobe Pool 2C Ltd.
TransGlobe Pool 2D Ltd.
TransGlobe Pool 2E Ltd.
TransGlobe Pool 2F Ltd.
401 The West Mall,
Toronto, ON M9C 5J5