EARLY WARNING NEWS RELEASE PURSUANT TO SECTION 102.1 OF THE
SECURITIES ACT (ONTARIO) AND NATIONAL INSTRUMENT 62-103
TORONTO, June 3, 2015 /CNW/ - On June 1, 2015, Mitchell Goldhar ("Goldhar") was advised by Retrocom Real Estate Investment Trust (the "REIT") that he will receive (directly or indirectly through controlled affiliates), effective May 11, 2015, 8,199,725 special voting units ("Special Voting Units") of the REIT pursuant to the terms of the Sixth Amended and Restated Declaration of Trust of the REIT dated July 21, 2014, under which Goldhar has minimum voting entitlements in specified circumstances (the "Special Voting Unit Issuance"). Consequently, and further to disclosure requirements of applicable securities laws, Goldhar announces that he has, since the last early warning report dated September 17, 2014, acquired, directly or indirectly through controlled affiliates, beneficial ownership of voting securities of the REIT as follows: (i) 8,199,725 Special Voting Units (pursuant to the Special Voting Unit Issuance); and (ii) 37,452 class B limited partnership units of RMM Limited Partnership I (and an equal number of associated Special Voting Units) pursuant to private placements in the context of a previously disclosed purchase and sale transaction completed in August 2013 (collectively, the "Issuance").
After giving effect to the Issuance, Goldhar will, directly or indirectly, have beneficial ownership of, or control over (i) 19,221,455 Special Voting Units, representing approximately 100% of the REIT's issued and outstanding Special Voting Units, which, together with his beneficial ownership of, or control over, 4,454,700 units of the REIT, represents an approximate 25% voting interest in the REIT; and (ii) 4,454,700 units of the REIT, which, together with his beneficial ownership of, or control over, 11,021,730 securities that are exchangeable on a one-for-one basis for units of the REIT, represents an approximate 17.89% equity interest in the REIT. The Issuance represents approximately 42.85% of the REIT's issued and outstanding Special Voting Units, approximately 8.70% of the REIT's issued and outstanding voting interests and approximately 0.04% of the REIT's issued and outstanding equity interests.
The securities are being held by Goldhar for investment purposes. Other than transactions with the REIT contemplated from time to time, Goldhar has no present intention of acquiring any additional Special Voting Units, units of the REIT or securities convertible or exchangeable into securities of the REIT, other than as described above. However, Goldhar reserves the right, depending on the circumstances, including market conditions, to make further purchases, or disposals, of Special Voting Units, units or securities convertible or exchangeable into securities of the REIT in the future.
This news release is being issued as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
SOURCE Mitchell Goldhar
For further information: (including a copy of the early warning report to be filed on SEDAR) can be obtained at www.sedar.com under the REIT's company profile or by contacting Raymond Cheung at 905-760-6200.