Automotive Properties Real Estate Investment Trust Completes $75 Million Initial Public Offering


TORONTO, July 22, 2015 /CNW/ - 893353 Alberta Inc. ("Dilawri") announced today that Automotive Properties Real Estate Investment Trust (the "REIT")(TSX: APR.UN)  has completed its initial public offering of 7,500,000 trust units (the "Units") of the REIT (the "Offering") at a price of $10.00 per Unit. The Offering raised gross proceeds of $75 million. The Units will commence trading today on the Toronto Stock Exchange (the "TSX") under the symbol "APR.UN".

Dilawri has taken the initiative in creating the REIT in order to establish a growth-oriented real estate entity that will focus on owning and acquiring primarily income-producing automotive dealership properties located in Canada. In connection with the closing, the REIT used the proceeds of the Offering, together with drawdowns under the REIT's credit facilities, to indirectly acquire, through Automotive Properties Limited Partnership (the "Partnership"), from subsidiaries of Dilawri or entities related to Dilawri, 26 income-producing commercial properties (the "Initial Properties") for a total purchase price of approximately $354.2 million. Affiliates of, and entities related to, Dilawri are the REIT's only tenants as of closing, occupying approximately 87% of the REIT's gross leasable area, and will be its most significant tenants for the foreseeable future.

On closing, Dilawri, together with its subsidiary 2243718 Ontario Inc., indirectly owns, controls or directs an approximate 57.0% effective interest in the REIT (or an approximate 53.5% effective interest if the over-allotment granted by the REIT to its underwriters in the Offering is exercised in full) on a fully-diluted basis through ownership of 9,933,253, or all, of the Class B limited partnership units of the Partnership, which were issued at a price of $10.00 per unit as partial consideration for the purchase by the Partnership of the Initial Properties. The Class B limited partnership units are economically equivalent to and exchangeable on a one-for-one basis (subject to customary anti-dilution protections) for Units and are accompanied by "special voting units" which entitle the holder to an equivalent number of votes in the REIT. Dilawri has advised the REIT that it is the current intention of Dilawri to retain a significant interest in the REIT for the foreseeable future. Dilawri may acquire additional securities of the REIT in the future, but has no present intention to do so.

In connection with the closing, Dilawri has entered into a number of agreements with the REIT, entities related to Dilawri and other parties, including an underwriting agreement, a voting trust agreement, an escrow agreement and an exchange agreement, as such agreements are further described in the (final) long-form prospectus of the REIT dated July 10, 2015.

About the Dilawri Group of Companies
The Dilawri Group of Companies, which includes both 893353 Alberta Inc. and 2243718 Ontario Inc., was formed over 30 years ago and has been in the business of owning and operating automotive dealerships in Canada since that time, growing to become the largest automotive dealership group in the country. The Dilawri Group owns 57 franchised automotive dealerships representing 30 automotive brands located in urban centres throughout Quebec, Ontario, Saskatchewan, Alberta and British Columbia.

SOURCE Dilawri Group of Companies

For further information: 893353 Alberta Inc., James Matthews, Chief Financial Officer, Dilawri Group of Companies, Tel: (905) 212-3551, 133 King Street East, Suite 300, Toronto, Ontario, M5C 1G6


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