EARLY WARNING NEWS RELEASE PURSUANT TO SECTION 102.1 OF
THE SECURITIES ACT (ONTARIO) AND NATIONAL INSTRUMENT 62-103
TORONTO, May 9, 2016 /CNW/ - Mitchell Goldhar ("Goldhar") was advised by OneREIT (the "REIT") that he will receive (directly or indirectly through controlled affiliates), effective May 9, 2016, 7,871,627 special voting units ("Special Voting Units") of the REIT pursuant to the terms of the Seventh Amended and Restated Declaration of Trust of the REIT dated October 2, 2014, as amended June 15, 2015, 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 acquired, or has acquired rights to receive, directly or indirectly through controlled affiliates, beneficial ownership of voting securities of the REIT as follows: (i) 7,871,627 Special Voting Units (pursuant to the Special Voting Unit Issuance); (ii) 49,830 class B limited partnership units of ONR Limited Partnership I (and an equal number of associated Special Voting Units) and 474,900 trust units of the REIT (collectively, the "Acquisition").
After giving effect to the Acquisition, Goldhar will, directly or indirectly, have beneficial ownership of, or control over (i) 18,943,187 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, 4,929,600 units of the REIT, represents an approximate 25% voting interest in the REIT; and (ii) 4,929,600 units of the REIT, which, together with his beneficial ownership of, or control over, 11,071,560 securities that are exchangeable on a one-for-one basis for units of the REIT, represents an approximate 18.26% equity interest in the REIT. The Acquisition represents approximately 0.60% of the REIT's issued and outstanding equity interests, approximately 8.79% of the REIT's issued and outstanding voting interests and approximately 41.82% of the REIT's issued and outstanding Special Voting Units. 7,871,627 of the Special Voting Units acquired in the Acquisition were acquired in connection with the Special Voting Unit Issuance and will be automatically cancelled immediately following the unitholders' meeting to which such Special Voting Units relate.
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