BOSTON, Dec. 11, 2013 /CNW/ - Plymouth Realty Capital Corp. ("Plymouth")
(TSXV: PH.P), a capital pool company, announces today that it intends
to proceed with a private placement (the "Offering") of units (the
"Units") at a price of $0.15 per Unit for aggregate gross proceeds of a
minimum of $5 million and a maximum of $15 million to fund the
previously announced acquisition of the "Hampton Inn" branded hotel in
New Jersey as its "Qualifying Transaction" and, to the extent proceeds
sufficiently exceed the minimum, the "Hampton Inn" branded hotels in
Florida and Massachusetts. Each Unit will comprise one common share of
Plymouth and one unlisted non-transferable common share purchase
warrant entitling the holder thereof to purchase one common share of
Plymouth at a price of $0.15 per share for a two year period from the
date of issuance.
The Units will be offered and sold to qualified investors on a best
efforts basis through M Partners Inc. or a syndicate of agents led by M
Partners Inc. and, absent an available exemption, will be subject to a
four month hold period. The agents will be paid a cash commission
equal to 7.5% of the gross proceeds of the Offering and will receive an
option to purchase, at any time up to 24 months from the date of
issuance, up to that number of Plymouth common shares equal to 7.5% of
the number of shares issued in the Offering at a price of $0.15 per
Closing of the Offering will occur contemporaneously with, or
immediately prior to, the closing of the "Qualifying Transaction",
which is currently anticipated to be on or about January 31, 2014.
Plymouth's common shares are currently halted and Plymouth anticipates
they will remain halted until the documentation required by the TSXV
for the proposed "Qualifying Transaction" can be provided to the TSXV.
Plymouth is currently designated as a Capital Pool Company by the TSXV.
The company has not commenced commercial operations and has no assets
other than cash. Upon completion of its "Qualifying Transaction",
Plymouth intends to carry on business as an owner and operator of hotel
real estate properties located in the United States and at an
appropriate time in the future, intends to carry on such business as a
real estate investment trust with an internalized executive management
Cautions Regarding Future Plans and Forward Looking Information
Completion of the proposed transaction is subject to a number of
conditions, including but not limited to TSXV acceptance. There can be
no assurance that the transaction will be completed as proposed or at
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection
with the "Qualifying Transaction", any information released or received
with respect to the proposed transaction may not be accurate or
complete and should not be relied upon. Trading in the securities of
Plymouth should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents of
this press release. Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release.
This press release contains forward-looking information within the
meaning of Canadian securities laws. Such information includes,
without limitation, information regarding the completion of the
proposed transaction and the business strategies of Plymouth. Although
Plymouth believes that such information is reasonable, it can give no
assurance that such expectations will prove to be correct.
Forward looking information is typically identified by words such as:
believe, expect, anticipate, intend, estimate, postulate and similar
expressions, or are those, which, by their nature, refer to future
events. Plymouth cautions investors that any forward-looking
information provided by Plymouth is not a guarantee of future results
or performance, and that actual results may differ materially from
those in forward looking information as a result of various factors,
including, but not limited to: Plymouth's ability to complete the
proposed transaction; the state of the real estate sector in the event
the proposed transaction is completed; recent market volatility;
Plymouth's ability to be fully able to implement its business
strategies and other risks and factors that Plymouth is unaware of at
this time. The reader is referred to Plymouth's initial public
offering prospectus and other continuous disclosure documents for a
more complete discussion of risk factors relating to Plymouth and their
potential effects, copies of which may be accessed through Plymouth's
page on SEDAR at www.sedar.com. This news release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor shall there by any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
SOURCE: Plymouth Realty Capital Corp.
For further information:
Jeff Witherell, CEO of Plymouth Realty Capital Corp. at (617) 340-3826.