EARLY WARNING NEWS RELEASE PURSUANT TO SECTION 102.1 OF THE SECURITIES ACT (ONTARIO) AND NATIONAL INSTRUMENT 62-103
TORONTO, Aug. 7, 2014 /CNW/ - Further to disclosure requirements of applicable securities laws, Mitchell Goldhar ("Goldhar") announces that since the last early warning report dated May 14, 2014, he has acquired, directly or indirectly through controlled affiliates, beneficial ownership of, or control over (i) 2,750,000 trust units (the "Units") of the Retrocom Real Estate Investment Trust (the "REIT") at an offering price of $4.30 per Unit pursuant to a bought deal public offering that was completed by the REIT on August 6, 2014 (the "Offering") (the Units distributed under the Offering are listed on the Toronto Stock Exchange); (ii) 124,148 Class B LP Units of RMM Limited Partnership I (which are exchangeable on a one-for-one basis for Units), together with an equal number of associated non-participating special voting units of the REIT (the "Special Voting Units"), pursuant to a previously disclosed private transaction with the REIT; and (iii) as of August 8, 2014, will acquire, directly or indirectly through controlled affiliates, beneficial ownership of, or control over, an additional 8,989,213 Special Voting Units, pursuant to the terms of the REIT's Sixth Amended and Restated Declaration of Trust dated July 21, 2014 (collectively, the "Issuance").
After giving effect to the Issuance, Goldhar will, directly or indirectly, have beneficial ownership of, or control over (i) 18,977,491 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, represents an approximate 25% voting interest in the REIT; and (ii) 4,454,700 Units, which, together with his beneficial ownership of, or control over, 9,988,278 securities that are exchangeable on a one-for-one basis for Units, represents an approximate 17.04% equity interest in the REIT. The Issuance represents approximately 12.66% of the REIT's issued and outstanding voting interests, and approximately 3.39% of the REIT's issued and outstanding equity interests.
The transactions were, and will be, effected by Goldhar, together with entities controlled by, or acting jointly or in concert with Goldhar, for investment purposes. Other than private transactions with the REIT as contemplated from time-to-time, Goldhar has no present intention of acquiring any additional Special Voting Units, Units 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: 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 Joseph Amato of SmartCentres at 905-760-6200.