/NOT FOR DISTRIBUTION IN THE U.S. OR OVER U.S. NEWSWIRES/
TORONTO, Oct. 30, 2015 /CNW/ - Daniel Drimmer announced today that in connection with the acquisition by Northern Property Real Estate Investment Trust ("NPR") of all of the assets of True North Apartment Real Estate Investment Trust ("True North") and certain multi-family real estate assets from affiliates of Starlight Investments Ltd. ("Starlight") and from joint ventures between affiliates of Public Sector Pension Investment Board and affiliates of Starlight pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"), which resulted in the formation of Northview Apartment Real Estate Investment Trust ("Northview"), Mr. Drimmer has acquired beneficial ownership, through D.D. Acquisitions Partnership, PD Kanco LP, DD Naples Partnership, DDA Subco Limited, Drimmer Holdings Ltd., Green-Starlight LP, MS Naples Partnership, Mustang DDAP Partnership, Mustang-Master LP, Red-Starlight LP and Yellow-Starlight LP, over: (i) 433,546 trust units of Northview (the "Northview Units"); (ii) 2,295,923 Class B limited partnership units of subsidiary limited partnerships of Northview ("Class B LP Units"); and (iii) 12,388,267 Class B redeemable limited partnership units ("Redeemable Units").
Daniel Drimmer, together with D.D. Acquisitions Partnership, PD Kanco LP, DD Naples Partnership, DDA Subco Limited, Drimmer Holdings Ltd., Green-Starlight LP, MS Naples Partnership, Mustang DDAP Partnership, Mustang-Master LP, Red-Starlight LP and Yellow-Starlight LP, are collectively the "Offeror".
Each Class B LP Unit is exchangeable for one Northview Unit and each Redeemable Unit is exchangeable for 0.3908 of a Northview Unit. Accordingly, the Offeror can exchange its 2,295,923 Class B LP Units for 2,295,923 Northview Units and its 12,388,267 Redeemable Units for 4,841,330 Northview Units. In addition, NPR issued to the Offeror a total of 2,295,923 special voting units ("Special Voting Units") in connection with the 2,295,923 Class B LP Units and a total of 4,841,330 Special Voting Units in connection with the 12,388,267 Redeemable Units. Each Special Voting Unit represents one voting right in Northview and accompany the Class B LP Units and the Redeemable Units, respectively.
The Northview Units acquired by the Offeror represent 1.0% of the outstanding Northview Units as of the date of this release and approximately 0.8% of the total number of the outstanding voting units (which includes Special Voting Units). The Class B LP Units acquired by the Offeror represent 97.1% of the outstanding Class B LP Units as of the date of this release and approximately 4.4% of the total number of the outstanding voting units (which includes Special Voting Units). The Redeemable Units acquired by the Offeror represent 88.9% of the outstanding Redeemable Units as of the date of this release and approximately 9.3% of the total number of the outstanding voting units (which includes Special Voting Units). The aggregate of the Offeror's Northview Units, Class B LP Units and Redeemable Units represent approximately 14.5% of the total number of voting units (which includes the Special Voting Units). The percentage calculations were based upon information regarding the total issued and outstanding securities of Northview provided by NPR.
The Arrangement was completed pursuant to the terms of an amended and restated arrangement agreement dated as of August 20, 2015, which was filed by NPR on www.sedar.com.
As a result of the Arrangement, the Offeror owns and controls: (i) 433,546 Northview Units; (ii) 2,295,923 Class B LP Units and 2,295,923 associated Special Voting Units; and (iii) 12,388,267 Redeemable Units and 4,841,330 associated Special Voting Units.
The Northview Units and Class B LP Units were acquired at a deemed price of $23.03 per unit and the Redeemable Units were acquired at a deemed price of $9.00 per unit.
The Northview Units, Class B LP Units and Redeemable Units were acquired by the Offeror for investment purposes. Subject to the terms of an amended and restated exchange agreement dated as of October 30, 2015, the Offeror may from time to time acquire additional securities of Northview 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 current securities position in any such 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 Northview'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 416.234.8445.
SOURCE Daniel Drimmer
For further information: The name and addresses of the persons filing the report are: Daniel Drimmer; D.D. Acquisitions Partnership; PD Kanco LP; DD Naples Partnership; DDA Subco Limited; Drimmer Holdings Ltd.; Green-Starlight LP; MS Naples Partnership; Mustang DDAP Partnership; Mustang-Master LP; Red-Starlight LP; Yellow-Starlight LP; 3300 Bloor Street West, Suite 1801, West Tower, Toronto, Ontario, M8X 2X2