FREDERICTON, NB, March 13 /CNW/ - Overland Realty Limited (TSX-V - OVL)
Overland Realty Limited ("Overland") announced today that it has entered into
binding agreements to purchase two real estate portfolios with a total
ascribed property value of approximately $60 million dollars. The combined
transactions total over 520,000 square feet of commercial space and 21
residential units encompassed within 15 separate buildings located throughout
the Province of New Brunswick. Landmark structures forming part of the
portfolios include several of Fredericton's most highly regarded A-class
office and mixed-use centres, including Barker House, Regency Park, Phoenix
Square, and Regent Place. Over 85% of the rentable area of the two portfolios
is leased to national or regional tenants with a weighted average lease expiry
in excess of 6.5 years. In addition to the acquisition of assets, the
transaction includes the purchase of Greenarm Management Limited, one of
Atlantic Canada's largest real property management companies.
"Our goal of becoming a leader in commercial real estate in targeted
markets, starting in Atlantic Canada, is significantly enhanced by the quality
and stability of these two portfolios. We believe the potential to combine the
recognized professionalism of Greenarm Management to our team will provide
Overland with a solid platform for future growth," said Mr. Scott McCrea,
President and CEO. He added, "Subject to the various conditions and
requirements, it is our aspiration to have the transactions closed by
Overland's year end."
Commenting on the acquisition, Mr. Earl Brewer, Chairman and Co-Founder
of Greenarm said, "Ensuring our tenants and clients will continue to be
serviced by the same dedicated personnel was an important consideration in
working with Overland. We are proud to have the management of these distinct
assets remain in Atlantic Canada." He added, "Our faith in Overland's ability
to preserve Greenarm's reputation for "good people and good business," is
reflected in our decision to maintain an investment in the company as part of
Details of the separate transactions are as follows:
Greenarm & Greenarm Management - Overland has agreed to acquire, through
a combination of asset and share purchases, 11 commercial properties known as
the Greenarm Portfolio ("Greenarm") for a total purchase price of $44,400,000,
which price reflects reductions for the associated tax effect of share
purchases. Principally located within Fredericton, NB, the portfolio consists
of nine office buildings with varying retail components, and two
office/industrial centres. The total combined gross leasable area of the
portfolio is 416,000 square feet, which currently maintains a 94% occupancy
The consideration for the Greenarm purchase includes the assumption of
existing mortgage indebtedness; the ability, at Overland's option, to issue up
to $2,200,000 in common shares of the company at $0.60 per share; and
$3,400,000 by way of a vendor 2 take-back financing without interest
whatsoever, for a term ending twenty-four months from closing. This
transaction includes the purchase of Greenarm Management Limited, and the
continuance of all associated management contacts, agreements, and staff. With
over 25 full time employees, Greenarm Management Limited oversees the daily
property management needs of over 1 million square feet of space. The
company's current third-party contracts involve a number of significant
institutional clients including the University of New Brunswick - Saint John,
Knowledge Park, and St. Thomas University. Greenarm is controlled by Mr. Earl
Brewer, Mr. Paul Leger, and Mr. Paul MacNabb.
Greenarm Development Partners Inc. - Overland has entered into an
agreement to purchase the assets of Greenarm Development Partners Inc.
("GDPI") for a combined aggregate purchase price of $9,730,000. The GDPI
portfolio consists of four properties located within the cities of Fredericton
and Saint John, NB. The properties represent over 107,000 rentable square feet
and include 21 luxury apartment units, and a 3.6 acre long term land lease.
The proposed purchase of two of the GDPI properties located on Crown Street
remains subject to a Right of First Refusal granted to a third party.
The principal real estate assets to be acquired in the Greenarm
Barker House, 570 Queen St., Fredericton - This 70,225 square foot
building is Fredericton's premier A-class office tower located in the heart of
downtown, overlooking Officers Square and the Saint John River. Completed in
1990, the primary tenants for Barker House include Grant Thornton, McInnes
Cooper and ACOA.
Phoenix Square, 371 Queen St., Fredericton - The 32,000 square foot A-
class office building incorporates a landmark historic structure in a
revitalized modern complex. The four-storey building is ideally situated in
the downtown district adjacent to City Hall and includes Cox & Palmer, RBC
Dominion Securities, and London Life as key tenants.
Regent Place, 1133 Regent St., Fredericton - Regent Place is situated
within the uptown business district on a primary arterial route, directly
across from the region's principal hospital, Dr. Everett Chalmers, and in
close proximity to the city's largest retail centres. Leased to primary
tenants ADI Limited, Investors Group and Delta Hotels, the four-storey, 86,000
square foot structure was completed in 1989.
Priestman Centre, 565 Priestman St., Fredericton - This building is
located at the key intersection of Priestman and Regent Streets, in immediate
proximity to the University of New Brunswick and the Chalmers Hospital.
Well-suited for professional offices, this 35,000 square foot B-class office
building is leased to various government departments and regional tenants.
Carriage Place, 900 Hanwell Rd., Fredericton - Located at the
intersection of Hanwell and Prospect Streets, this highly visible retail /
office complex covers a 5.6 acre site with 66,500 rentable square feet and
over 350 parking spaces. Completed in 1991, key tenants include UPS, Regional
Health Authority, and Public Works Canada.
Castle Square, 360 Pleasant St., Miramichi - A high visibility
retail /office centre completed in 1992, Castle Square is located within easy
access to the city's downtown and principal residential districts. TD Bank,
and the Province of New Brunswick anchor this 25,000 square foot complex.
1113 - 1115 Regent St., Fredericton - 1113 Regent is a single-storey
retail/office complex completed in 1991. The 11,270 rentable square foot
structure is located across from Chalmers Hospital, making it an ideal
location for its two primary tenants: the Regional Health Authority and the
New Brunswick Nurses Association. 1115 Regent is the long-term home of
Atlantic Business College. This 16,400 rentable square foot office building
was significantly redeveloped in 2004.
Bates Building, 385 Wilsey Rd., Fredericton - The Bates Building is a
31,400 square foot service-oriented office building, located within the
Fredericton Industrial Park. The single-storey complex is occupied by a
variety of national and local firms as tenants.
Hilton Building, 245 Hilton Rd., Fredericton - The Hilton property is
located on 2.33 acres of land in the Fredericton Industrial Park. The 18,800
square foot single-storey structure houses a mix of service and office
tenants, including Public Works Canada.
145 - 154 Main St., Fredericton - This Nashwaaksis complex is centrally
located in Fredericton North, in the area's primary retail corridor. Anchored
by Bank of Montreal, this 24,700 square foot commercial centre was completed
The principal real estate assets to be acquired in the GDPI transaction
Regency Park, Fredericton - Located at the very heart of downtown
Fredericton, this high quality mixed-use development consists of over 21,000
square feet of A-class office space and includes 21 of the city's finest
apartment suites. Comprising five floors and associated underground parking,
the property includes BMO Nesbitt Burns and Public Works as key tenants.
291 Industrial Dr., Saint John - This modern industrial facility was
constructed in 1987 and is located in the region's largest industrial centre
in the vicinity of Canada's largest refinery. The 33,330 structure is leased
on a long-term basis to a single tenant, PCL Packaging Corporation.
110 Crown St., Saint John - This highly visible 3.6 acre site is land
leased on a long term basis to Plaza Property Holdings. The property has
recently been improved with a 28,000 square foot Shoppers Drug Mart centre.
50 & 70 Crown St., Saint John - With significant frontage on a key
arterial road, this 33,290 square foot commercial structure attracts a mix of
office and retail tenants. The two-storey structure provides significant
drive-up parking and includes the Province of New Brunswick, as well as
several regional firms, as tenants.
The Greenarm and GDPI portfolios represent two distinct acquisitions.
There can be no guarantee that either transaction will close. The acquisition
remains subject to various closing conditions, including completion of all due
diligence, successful negotiation and assumption of existing or new financing,
regulatory approval, and the final approval of the Board of Directors of
Overland. The parties to the transactions, JPL Holdings Ltd., Berak
Investments Inc., Management Holdings Ltd., 604540 N.B. Ltd., GML Commercial
Trust, Greenarm Development Partners Inc., Valley Office Rentals Limited, R.J.
Bartlett Holdings Limited, Clover Holdings Limited, and 614189 N.B. Inc. are
all arms length parties to Overland. All disclosed pricing excludes closing
costs and customary adjustments. No finder's fees are being paid as part of
the issuance of shares, or for any other aspect of the transaction.
Overland Realty Limited is a TSX-V listed, growth-orientated real estate
corporation based in Halifax, Nova Scotia. The company is focused on
increasing shareholder value through the acquisition, development, and
management of commercial properties in targeted Canadian markets, starting
within Atlantic Canada. Further information on Overland can be found at
Forward Looking Information
This press release contains forward looking statements. Overland is
subject to significant risks and uncertainties which may cause the actual
results, performance or achievements of Overland to be materially different
from any future results, performance or achievements expressed or implied by
the forward looking statements contained in this release. Such risk factors
include, but are not limited to, risks associated with real property
ownership, availability of cash flow, general uninsured losses, future
property acquisitions, environmental matters, tax related matters, debt
financing, potential conflicts of interest, potential dilution, reliance on
key personnel and the potential any disclosed acquisitions will not close. A
description of these risk factors can be found in Overland's most recent
Management Discussion and Analysis, which can be found at www.sedar.com.
Overland cannot assure investors that actual results will be consistent with
these forward looking statements and Overland assumes no obligation to update
or revise the forward looking statements contained in this release to reflect
actual events or new circumstances.
The Corporation has issued and outstanding 14,290,350 common shares.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
For further information:
For further information: Scott McCrea, President & CEO, (902) 474-3000,