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TORONTO, July 10, 2015 /CNW/ - Automotive Properties Real Estate Investment Trust (the "REIT") announced today that the REIT has filed, and obtained a receipt for, a final prospectus in respect of its initial public offering of 7,500,000 trust units (the "Units") of the REIT (the "Offering") with the securities regulatory authorities in each of the provinces of Canada. A copy of the final prospectus will be available under the REIT's issuer profile on SEDAR at www.sedar.com.
The REIT has been formed as a growth-oriented real estate entity that will focus on owning and acquiring primarily income-producing automotive dealership properties located in Canada. On closing, the REIT's portfolio of 26 income-producing commercial properties (the "Initial Properties") will represent approximately 958,000 square feet of gross leasable area in Ontario, Saskatchewan, Alberta and British Columbia.
The Units will be issued at a price of $10.00 per Unit (the "Offering Price") and are expected to provide Unitholders with an annual yield of 8.0%. Gross proceeds of the Offering will be $75 million. In connection with the closing, the proceeds of the Offering, together with drawdowns under the REIT's credit facilities, will be used by the REIT to indirectly acquire, through Automotive Properties Limited Partnership (the "Partnership"), from subsidiaries of 893353 Alberta Inc. ("Dilawri") or entities related to Dilawri, the Initial Properties (the "Acquisition"). Affiliates of, and entities related to, Dilawri will be the REIT's only tenants as of closing, occupying approximately 87% of the REIT's gross leasable area, and its most significant tenants for the foreseeable future. The closing of the Offering and the Acquisition is expected to occur on or about July 22, 2015.
The Offering is being underwritten by a syndicate of underwriters with TD Securities Inc. and Canaccord Genuity Corp. acting as co-lead underwriters and joint bookrunners. The underwriters have been granted an over-allotment option, exercisable at any one time up to 30 days following closing to purchase up to an additional 1,125,000 Units which, if exercised in full, will increase the total gross proceeds of the Offering to $86,250,000. The proceeds received by the REIT on the exercise of the over-allotment option, to the extent exercised, will be used by the REIT to repay debt and provide additional working capital for the REIT.
On closing, it is expected that Dilawri will indirectly own, control or direct an approximate 57.0% effective interest in the REIT (or an approximate 53.5% effective interest if the over-allotment is exercised in full) on a fully-diluted basis through ownership of all of the Class B limited partnership units of the Partnership, which are economically equivalent to and exchangeable for Units. Dilawri and a subsidiary of Dilawri will administer the REIT following closing, including providing the REIT's President and Chief Executive Officer and Chief Financial Officer and Corporate Secretary.
The REIT initially intends to make monthly cash distributions of $0.067 per Unit. The first distribution of the REIT will be in the amount of $0.086 per Unit for the period from closing to August 31, 2015 and will be paid on September 15, 2015 to unitholders of record at the close of business on August 31, 2015, assuming closing occurs on July 22, 2015. Declared distributions will thereafter be paid on or about the 15th day of each month to unitholders of record at the close of business on the last business day of the immediately preceding month.
The Toronto Stock Exchange has conditionally approved the listing of the Units under the symbol "APR.UN". Listing is subject to the REIT fulfilling all of the requirements of the TSX.
No securities regulatory authority has either approved or disapproved of the contents of this new release. The Units have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Units in the United States.
About Automotive Properties Real Estate Investment Trust
Automotive Properties Real Estate Investment Trust is an unincorporated, open-ended real estate investment trust focused on owning and acquiring primarily income-producing automotive dealership properties located in Canada. Conditional on closing of the REIT's initial public offering, the REIT's portfolio of 26 income-producing commercial properties will represent approximately 958,000 square feet of gross leasable area in Ontario, Saskatchewan, Alberta and British Columbia leased exclusively to affiliates of, or entities related to, 893353 Alberta Inc. (Dilawri).
Forward –Looking Statements
This press release contains forward-looking information within the meaning of applicable securities legislation, which reflects the REIT's current expectations regarding future events and in some cases can be identified by such terms as "will" and "expected". 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 the REIT'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. Such risks and uncertainties include, but are not limited to, failure to complete the initial public offering of Units of the REIT and related transactions, and the factors discussed under "Risk Factors" in the prospectus of the REIT dated July 10, 2015. The REIT does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
SOURCE Automotive Properties Real Estate Investment Trust
For further information: Milton Lamb, President and Chief Executive Officer, Automotive Properties Real Estate Investment Trust, Tel: (647) 789-2445, Andrew Kalra, Chief Financial Officer, Automotive Properties Real Estate Investment Trust, Tel: (647) 789-2446