/NOT FOR DISSEMINATION IN THE UNITED STATES OR DISTRIBUTION THROUGH
UNITED STATES NEWS OR WIRE SERVICES./
MONTRÉAL, Nov. 14, 2013 /CNW/ - PRO Real Estate Investment Trust ("PROREIT" or the "REIT") (TSXV: PRV.UN) announced today that the offering price of the units
of the REIT ("Units") proposed to be offered to the public pursuant to a preliminary
prospectus of the REIT dated October 22, 2013 (the "Prospectus") is anticipated to be $2.40 per unit (the "Offering Price"), for a total proposed offering of $11.1 million (approximately $12.8
million if the over-allotment option is exercised in full) (the "Offering"). Including the issuance of $5.8 million of Class B LP Units (as
defined below) to the vendors of certain properties as described below,
a total of $16.9 million (approximately $18.6 million if the
over-allotment option is exercised in full) of new equity would be
issued in connection with the Offering and the closing of the
acquisitions described in the Prospectus (the "Acquisitions").
Vendors of certain properties that are proposed to be acquired by the
REIT, as described in the Prospectus, have agreed to accept a minimum
of $5.8 million of Class B limited partnership units of PRO REIT
Limited Partnership ("Class B LP Units") as partial consideration for the sale of such properties, all at a
price per Class B LP Unit equal to the Offering Price. Immediately
following the closing of the Offering and the Acquisitions, it is
expected that members of management, the board of trustees, and certain
vendors will hold a 30.7% equity interest in the REIT. The Class B LP
Units will be issued on a private placement basis, which is subject to
regulatory approvals, including the approval of the TSX Venture
Subject to the closing of the Offering, it is currently anticipated that
the payout ratio of the REIT will be 92.9% of the REIT's adjusted funds
from operations and that the monthly cash distributions will represent
an annualized distribution yield of 8.75% based on the Offering Price.
It is anticipated that the first distribution will be for the period
from closing of the Offering to December 31, 2013 and will be paid on
or about January 15, 2014 to unitholders of record on December 31, 2013
and will be in the amount of $0.0198 per Unit, assuming a closing of
the Offering on November 26, 2013. The REIT does not currently make
distributions on the Units.
The REIT intends to use the net proceeds of the Offering to fund the
Acquisitions, to repay certain of its indebtedness under an operating
facility, and for general trust and working capital purposes.
The Offering is being made on an underwritten basis through a syndicate
of underwriters led by Canaccord Genuity Corp. and including TD
Securities Inc., Scotia Capital Inc., National Bank Financial Inc.,
Desjardins Securities Inc., GMP Securities L.P., and Dundee Securities
The Offering is expected to close in the week of November 25, 2013 and
is subject to usual closing conditions. For more information on the
Offering and the proposed acquisitions, please see the REIT's
preliminary short form prospectus, available on SEDAR at www.sedar.com.
A preliminary prospectus containing important information relating to
the securities has been filed with securities commissions or similar
authorities in each of the provinces of Canada. The preliminary
prospectus is still subject to completion or amendment. Copies of the
preliminary prospectus are available on SEDAR at www.sedar.com under the REIT's profile. There will not be any sale or any acceptance
of an offer to buy the Units until a receipt for the final prospectus
has been issued.
The Units offered have not and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. State securities laws and may not be offered or sold,
directly or indirectly, within the United States or its territories or
possessions or to or for the account of any U.S. person (as defined in
Regulation S under the U.S. Securities Act) other than pursuant to an
available exemption from the registration requirements of the U.S.
Securities Act. This press release does not constitute an offer to sell
or a solicitation of an offer to buy any such securities within the
United States, or its territories or possessions, or to or for the
account of any U.S. person.
PROREIT is an unincorporated open-ended real estate investment trust
established pursuant to a declaration of trust under the laws of the
Province of Ontario. PROREIT was established in March 2013 to own a
portfolio of diversified commercial real estate properties in Canada,
with a focus on primary and secondary markets in Québec, Atlantic
Canada and Ontario.
This news release may contain forward-looking information within the
meaning of applicable securities legislation. Forward-looking
information is based on a number of assumptions and is subject to a
number of risks and uncertainties, many of which are beyond PROREIT's
control, that could cause actual results and events to differ
materially from those that are disclosed in or implied by such
Forward-looking information contained in this press release includes,
without limitation, statements pertaining to the proposed Offering and
the closing of the acquisitions described in the Prospectus. PROREIT's
objectives and forward-looking statements are based on certain
assumptions, including that (i) PROREIT will receive financing on
favourable terms; (ii) the future level of indebtedness of PROREIT and
its future growth potential will remain consistent with PROREIT's
current expectations; (iii) there will be no changes to tax laws
adversely affecting PROREIT's financing capacity or operations; (iv)
the impact of the current economic climate and the current global
financial conditions on PROREIT's operations, including its financing
capacity and asset value, will remain consistent with PROREIT's current
expectations; (v) the performance of PROREIT's investments in Canada
will proceed on a basis consistent with PROREIT's current expectations;
and (vi) capital markets will provide PROREIT with readily available
access to equity and/or debt.
The forward-looking statements contained in this news release are
expressly qualified in their entirety by this cautionary statement and
the Notice Regarding Forward-Looking Statements in the Prospectus. All
forward-looking statements in this press release are made as of the
date of this press release. PROREIT does not undertake to update any
such forward-looking statements whether as a result of new information,
future events or otherwise, except as required by law.
Additional information about these assumptions and risks and
uncertainties is contained in the Prospectus under "Risk Factors",
which is available on SEDAR at www.sedar.com.
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: Pro Real Estate Investment Trust
For further information:
PRO Real Estate Investment Trust
James W. Beckerleg
President and Chief Executive Officer
PRO Real Estate Investment Trust
Gordon G. Lawlor, CA
Chief Financial Officer