Early Warning Press Release
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, Sept. 16, 2013 /CNW/ - Kursat Kacira and Kacira Holdings Ltd., an entity controlled by Mr. Kacira, (together, the "Acquiror") announced today that in connection with the completion of the plan of arrangement involving Holland Global Capital Corporation (the "Corporation") and Maplewood International Real Estate Investment Trust (the "REIT") on September 9, 2013 (the "Arrangement"), as part of the Corporation's qualifying transaction in accordance with Policy 2.2 of the TSX Venture Exchange Corporate Finance Manual, the Acquiror acquired beneficial ownership of 662,500 Class B limited partnership units ("Class B LP Units") of Maplewood International Limited Partnership ("Maplewood LP"), a limited partnership controlled by the REIT, together with 662,500 accompanying special voting units of the REIT ("Special Voting Units"), as well as 253,125 options to acquire REIT Units ("REIT Options"). Under the Arrangement, the Acquiror was issued one Class B LP Unit in exchange for every eight common shares that it held in the capital of the Corporation and one REIT Option in exchange for every eight stock options to acquire common shares of the Corporation that it held prior to the Arrangement. On September 10, 2013, following the completion of the Arrangement, the Acquiror also acquired 39,139 trust units in the capital of the REIT ("REIT Units") and 39,139 warrants ("Warrants"), each such Warrant entitling the holder thereof to acquire one Unit at a price of $3.20 at any time prior to 5:00 p.m. (Toronto time) on September 10, 2015, by way of a private placement financing (the "Private Placement").
Pursuant to an exchange agreement (the "Exchange Agreement") dated September 9 2013, between the REIT, Maplewood LP, Maplewood International General Partner Corp. and each holder of Class B LP Units, each Class B LP Unit may be exchanged for one REIT Unit without further consideration at which time, a corresponding Special Voting Unit will be cancelled.
After giving effect to the Arrangement and the Private Placement, the Acquiror shall beneficially own 993,903 REIT Units (including the 662,500 REIT Units that may be acquired by the Acquiror upon the exchange of its Class B LP Units, the 39,139 REIT Units that may be acquired by the Acquiror upon the exercise of its Warrants and the 253,125 REIT Units that may be acquired by the Acquiror upon the exercise of REIT Options), representing approximately 17.48% of the outstanding REIT Units (based on 5,687,500 REIT Units and Class B LP Units stated to be outstanding as of September 10, 2013 in the REIT's news release issued on September 10, 2013 and after giving effect to the exchange of all outstanding Class B LP Units for REIT Units on a one-for-one basis pursuant to the Exchange Agreement) and 14.47% of the outstanding REIT Units on a fully-diluted basis (including the exchange of all outstanding Class B LP Units for REIT Units and the exercise of outstanding Warrants and options to acquire REIT Units).
The 662,500 Class B LP Units, 39,139 REIT Units, 39,139 Warrants and 253,125 REIT Options were acquired for investment purposes. The Acquiror may from time to time acquire additional securities of the REIT and its controlled entities, 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
the REIT at (905) 361-6818.
SOURCE Maplewood International Real Estate Investment TrustFor further information:
The name and address of the Acquiror filing the report is:
Mr. Kursat Kacira
2425 Matheson Blvd. East, Suite 791
Kacira Holdings Ltd.
2425 Matheson Blvd. East, Suite 791