/NOT FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, June 10, 2015 /CNW/ - Slate Office REIT (the "REIT") (TSX: SOT.UN) (TSX: SOT.WT) today announced that it has closed its previously announced offering (the "Offering") of 10,820,000 subscription receipts (the "Subscription Receipts") of the REIT at a price of $7.40 per Subscription Receipt for gross proceeds of $80,068,000. The Offering was completed on a bought deal basis through a syndicate of underwriters bookrun by TD Securities Inc. and BMO Capital Markets. The Subscription Receipts will commence trading on the Toronto Stock Exchange today under the ticker symbol SOT.R.
The REIT intends to use the net proceeds from the sale of the Subscription Receipts to finance, in part, the purchase price for the REIT's previously announced acquisition of a portfolio of 14 commercial properties from Fortis Properties Corporation (the "Acquisition").
On closing of the Acquisition: (i) one unit of the REIT (a "Unit") will be automatically issued in exchange for each Subscription Receipt (subject to customary anti-dilution protection), without payment of additional consideration or further action by the holder thereof, (ii) an amount per Subscription Receipt equal to the amount per Unit of any cash distributions made by the REIT for which record dates have occurred during the period that the Subscription Receipts are outstanding, net of any applicable withholding taxes, will become payable in respect of each Subscription Receipt, and (iii) the net proceeds from the sale of the Subscription Receipts will be released from escrow to the REIT.
If the Acquisition fails to close as described above by September 30, 2015, or the Acquisition is terminated at an earlier time, the gross proceeds of the Offering and pro rata entitlement to interest earned or deemed to be earned on the Subscription Receipts, net of any applicable withholding taxes, will be paid to holders of the Subscription Receipts and the Subscription Receipts will be cancelled. The Acquisition is expected to close late in the second quarter or early in the third quarter.
Certain information herein constitutes "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements include statements about management's expectations regarding objectives, plans, goals, strategies, future growth, operating results and performance, business prospects and opportunities of the REIT. Forward-looking statements can be identified by the use of forward-looking terminology such as "believes", "expects", "may", "might", "should", "seeks", "intends", "plans", "pro- forma", "estimates" or "anticipates"; or variations of such words and phrases or statements that certain actions, events or results "may", "could" or "might" occur or be achieved; or the negative connotation thereof. Forward-looking statements are made based on reasonable assumptions, however, there is no assurance that the events or circumstances reflected in forward-looking statements will occur or be achieved. Forward-looking statements are based on numerous assumptions of factors that if untrue, could cause actual results to differ materially from those that are implied by such forward-looking statements. These factors include but are not limited to: general and local economic and real estate business conditions; the financial condition of tenants; occupancy rates; rental rates; the ability of the REIT to refinance maturing debt; the REIT's ability to source and complete accretive acquisitions; changes in government, environmental and tax regulations; inflation and interest rate fluctuations; the REIT's ability to obtain equity or debt financing for additional funding requirements; and adequacy of insurance.
Forward-looking statements are subject to risks and uncertainties, many of which are beyond the REIT's control. These risks and uncertainties include, but are not limited to: risks related to general and local financial conditions including available equity and debt financing at reasonable costs and interest rate fluctuations; operational risks including timely leasing of vacant space and re-leasing of occupied space on expiration of current leases on terms at current or anticipated rental rates; tenant defaults and bankruptcies; uncertainties of acquisition activities including availability of suitable property acquisitions and integration of acquisitions; competition including development of properties in close proximity to the REIT's properties; loss of key management and employees; governmental, environmental, taxation and other regulatory risks; litigation risks and other risks and factors described from time to time in the documents filed by the REIT with the securities regulators.
The REIT has attempted to identify important factors that could cause actual results to differ materially from those contained in forward- looking statements. However, there may be other factors that could cause results to not be as anticipated, estimated or intended. Forward-looking statements are provided to inform readers about management's current expectations and plans and allow investors and others to better understand the REIT's operating environment. However, readers should not place undue reliance on forward-looking statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future performance or results, or of the timing that such performance or results will be achieved. Additional information about risks and uncertainties is contained in the REIT's annual information form for the year ended December 31, 2014 available on SEDAR at www.sedar.com.
About Slate Office REIT
Slate Office REIT is an open-ended real estate investment trust listed on the Toronto Stock Exchange as "SOT.UN". The REIT's portfolio comprises strategic and well-located real estate assets located primarily across Canada's major population centres. The REIT will concentrate future growth on strategic acquisitions of high quality downtown and suburban office properties. The REIT is also focused on maximizing value through internal organic rental and occupancy growth. More information is available at www.slateofficereit.com.
Slate Asset Management L.P. is a leading real estate investment platform with over $2.5 billion in assets under management. Slate is a value-oriented company and a significant sponsor of all its private and publicly-traded investment vehicles, which are tailored to the unique goals and objectives of its investors. The firm's careful and selective investment approach creates long term value with an emphasis on capital preservation and outsized returns. Slate is supported by exceptional people, flexible capital and a proven ability to originate and execute on a wide range of compelling investment opportunities. More information is available at www.slateam.com.
SOURCE Slate Office REIT
For further information: Scott Antoniak, Chief Executive Officer, 416.583.1764