Early Warning Report filed under National Instrument 62-103

TORONTO, May 27 /CNW/ -

    
    1.  Name and address of the offeror
        Homburg Invest Inc. ("Homburg Invest")
        1741 Brunswick Street, Suite 600
        Halifax, Nova Scotia  B3J 3X8

    2.  The designation and number or principal amount of securities and the
        offeror's securityholding percentage in the class of securities of
        which the offeror acquired ownership or control in the transaction or
        occurrence giving rise to the obligation to file the news release,
        and whether it was ownership or control that was acquired in those
        circumstances.

        On May 25, 2010, in connection with the initial public offering of
        Homburg Canada Real Estate Investment Trust (the "REIT") pursuant to
        a final long form prospectus dated May 14, 2010 and the acquisition
        by the REIT of a portfolio of Canadian income-producing commercial
        properties and income-producing multi-family residential properties
        from Homburg Canada Incorporated ("Homburg Canada") and Homburg
        Invest (collectively, the "Transaction"), Homburg Invest acquired the
        beneficial ownership of 15,291,206 trust units of the REIT ("REIT
        Units"), representing 48.9% of the outstanding REIT Units.

    3.  The designation and number or principal amount of securities and the
        offeror's securityholding percentage in the class of securities
        immediately after the transaction or occurrence giving rise to the
        obligation to file a news release.

        Homburg Invest currently owns 15,291,206 REIT Units, representing
        48.9% of the outstanding REIT Units.

    4.  The designation and number or principal amount of securities and the
        percentage of outstanding securities of the class of securities
        referred to in paragraph 3 over which:

           (i)   the offeror, either alone or together with joint actors, has
                 ownership and control,

                 Homburg Invest and Homburg Canada are both companies
                 indirectly controlled by Richard Homburg. Therefore, Homburg
                 Canada may be considered a joint actor of Homburg Invest.

                 In connection with the Transaction, Homburg Canada
                 acquired the beneficial ownership of 2,745,502 Class B
                 limited partnership units of Homburg Canada REIT Limited
                 Partnership ("Class B LP Units"), a subsidiary of the REIT.
                 One special voting unit of the REIT ("Special Voting Units")
                 was issued to Homburg Canada in tandem with each Class B LP
                 Unit. The 2,745,502 Special Voting Units and 2,745,502 Class
                 B LP Units acquired by Homburg Canada represent 100% of the
                 outstanding Special Voting Units and Class B LP Units,
                 respectively.

                 The Class B LP Units are economically equivalent to and
                 exchangeable for REIT Units. Each Class B LP Unit is
                 exchangeable into one REIT Unit (subject to customary
                 adjustments following corporate reorganizations). The
                 Special Voting Units issued in tandem with the Class B LP
                 Units provide the Class B LP Unit holder with the same
                 voting rights in the REIT as a REIT Unit.

                 Assuming the exchange of the Class B LP Units in full,
                 Homburg Invest and Homburg Canada have beneficial ownership
                 over approximately 53% of the REIT Units on such a diluted
                 basis.

           (ii)  the offeror, either alone or together with joint actors, has
                 ownership but control is held by other persons or companies
                 other than the offeror or any joint actor,

                 Not applicable.

           (iii) the offeror, either alone or together with joint actors, has
                 exclusive or shared control but does not have ownership.

                 Not applicable.

    5.  The name of the market in which the transaction or occurrence that
        gave rise to the news release took place.

        Not applicable.

    6.  The value, in Canadian dollars, of any consideration offered per
        security if the offeror acquired ownership of a security in the
        transaction or occurrence giving rise to the obligation to file a
        news release.

        Homburg Invest acquired ownership of the 15,291,206 REIT Units for
        $10 per REIT Unit. Homburg Canada acquired ownership of the 2,745,502
        Class B LP Units for $10 per Class B LP Units.

    7.  The purpose of the offeror and any joint actors in effecting the
        transaction or occurrence that gave rise to the news release,
        including any future intention to acquire ownership of, or control
        over, additional securities of the reporting issuer.

        In connection with the Transaction, Homburg Invest retained a 44.9%
        interest in the REIT through the ownership of 15,291,206 REIT Units
        and Homburg Canada retained a 8.1% indirect interest in the REIT
        through the ownership of 2,745,502 Class B LP Units, which are
        economically equivalent to and exchangeable for REIT Units. Homburg
        Invest and Homburg Canada have no current plan or proposal which
        relates to, or would result in, acquiring additional ownership or
        control over the securities of the REIT. Homburg Invest and Homburg
        Canada may purchase or sell securities of the REIT in the future on
        the open market or in private transactions.

        In connection with the initial public offering of the REIT, the REIT
        and Homburg Invest have granted to the underwriters an option (the
        "Over-Allotment Option") to cover over-allotments, if any, and for
        market stabilization purposes. The Over-Allotment Option may be
        exercised by the underwriters, in whole or in part, for a 30-day
        period following closing of the offering, which occurred on May 25,
        2010, and entitles the underwriters to purchase up to an aggregate of
        2,400,000 additional REIT Units, of which up to 960,000 REIT Units
        are to be issued and sold by the REIT and up to 1,440,000 REIT Units
        are to be sold by Homburg Invest.

    8.  The general nature and the material terms of any agreement, other
        than lending arrangements, with respect to securities of the
        reporting issuer, entered into by the offeror, or any joint actor,
        and the issuer of the securities or any other entity in connection
        with the transaction or occurrence giving rise to the news release,
        including agreements with respect to the acquisition, holding,
        disposition or voting of any securities.

        Pursuant to an exchange agreement, each Class B LP Unit is
        exchangeable into one REIT Unit (subject to customary adjustments
        following corporate reorganizations) and, subject to certain
        restrictions, Homburg Invest has been granted pre-emptive rights to
        maintain its pro rata ownership interest in the REIT, as well as
        demand and "piggy back" registration rights with respect to public
        offerings by the REIT.

        In addition, pursuant to the REIT's declaration of trust, Homburg
        Invest has been granted the right to appoint a certain number of
        trustees to the board of trustees of the REIT depending on the size
        of the board of trustees and Homburg Invest's retained interest.

        Pursuant to the underwriting agreement entered into in connection
        with the initial public offering of the REIT, Homburg Invest, Homburg
        Canada and Richard Homburg have agreed, subject to certain
        exceptions, not to directly or indirectly sell, pledge, grant any
        option to purchase, make any short sale or otherwise dispose of any
        REIT Units, securities or other financial instruments convertible or
        exchangeable into REIT Units until 180 days after closing of the
        initial public offering, without first obtaining the written consent
        of the underwriters.

    9.  The names of any joint actors in connection with the disclosure
        required by this form.

        See the response to Item 4(a) above.

    10. In the case of a transaction or occurrence that did not take place on
        a stock exchange or other market that represents a published market
        for the securities, including an issuance from treasury, the nature
        and value in Canadian dollars of the consideration paid by the
        offeror.

        See the response to Item 6 above.

    11. If applicable, a description of any change in any material fact set
        out in a previous report by the entity under the early warning
        requirements or Part 4 of National Instrument 62-103 in respect of
        the reporting issuer's securities.

        Not applicable.

    12. If applicable, a description of the exemption from securities
        legislation being relied on by the offeror and the facts supporting
        that reliance.

        Not applicable.
    

SOURCE Homburg Invest Inc.

For further information: For further information: Mr. Richard Homburg, Chairman and CEO, Homburg Invest Inc., Tel: (902) 468-3395

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Homburg Invest Inc.

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