C2C Industrial Properties Inc. Announces Acquisition Financing, New Control Person and Private Placement
Feb 10, 2012, 16:25 ET
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TORONTO, Feb. 10, 2012 /CNW/ - C2C Industrial Properties Inc. (the "Company" or "C2C") (TSXV: CCH) announced today, further to its announcements on January 30, 2012 and January 31, 2012, additional details of its private placement of units (the "Acquisition Financing") to be made in conjunction with the acquisition by its wholly-owned subsidiary, C2C Industrial Properties Ltd., of a portfolio of four income-producing properties located in the Greater Toronto Area (the "Portfolio").
The Company further announced today that it has engaged GMP Securities L.P. and Desjardins Securities Inc. to act as co-lead agents together with a syndicate of agents (collectively, the Agents") to sell on a "best efforts" basis, by way of private placement, up to 205,882,353 common shares of the Company at a price of $0.17 per common share for gross proceeds to the Company of up to $35,000,000 (the "Private Placement").
Acquisition Financing and AIMCo
The Acquisition Financing will be for gross proceeds of up to $10,500,000. It was previously announced that the Acquisition Financing would be for $9,000,000.
AIMCo Realty Investors LP by its general partner ("AIMCo Realty"), an investment vehicle controlled by Alberta Investment Management Corp. ("AIMCo"), for and on behalf of certain of its clients, proposes to subscribe for $7,500,000 of the units offered pursuant to the Acquisition Financing. As a result, AIMCo Realty will become a "Control Person" as defined in the policies of the TSX Venture Exchange (the "TSX-V"). The Company requires shareholder approval of the Acquisition Financing in accordance with the policies of the TSX-V, which it intends to obtain by the written consent of shareholders holding more than 50% of the issued and outstanding shares of the Company.
AIMCo is a Crown corporation, owned by the Province of Alberta, and one of Canada's largest and most diversified institutional investment managers. AIMCo was established on January 1, 2008 with a mandate to provide superior long-term investment results for its clients. AIMCo operates independently from the Government of Alberta and invests globally on behalf of 26 pension, endowment and government funds in the Province of Alberta, including the Alberta Heritage Savings Trust Fund.
The Company currently has 36,100,017 issued and outstanding common shares and outstanding options to purchase 3,600,000 common shares. The Acquisition Financing will consist of 61,764,706 units, comprised of 61,764,706 common shares and warrants to purchase 14,582,647 common shares. Each whole warrant entitles the holder to purchase one common share at a price of $0.20 per share for a period of three years following closing of the Acquisition Financing (the "Closing").
Upon completion of the Acquisition Financing, there will be 97,864,723 common shares, options to purchase 3,600,000 common shares and warrants to purchase 14,582,647 common shares. It is anticipated that AIMCo Realty will acquire 44,117,647 units for an aggregate subscription price of $7,500,000. As a result, AIMCo Realty will own 44,117,647 common shares and warrants to acquire 10,416,176 common shares, representing 45.08% and 46.99% of all the issued and outstanding common shares of the Company on a basic and fully diluted basis, respectively. Neither AIMCo nor AIMCo Realty is currently a shareholder of the Company.
The subscription by AIMCo Realty is conditional upon a number of matters, including approval by the TSX-V and the purchase of the Portfolio. In connection with the subscription by AIMCo Realty, the Company has granted AIMCo Realty registration and governance rights, including the right:
|(1)|| commencing 12 months after Closing, to nominate one director to the board of directors of the Company if and for so long as AIMCo Realty or AIMCo owns or controls 20% or more of the issued common shares of the Company;
|(2)|| commencing 24 months after Closing, to require the Company to prepare and file a prospectus to allow the sale of all or a portion of the common shares of the Company owned or controlled by AIMCo Realty or AIMCo, provided AIMCo Realty or AIMCo owns or controls 20% or more of the issued common shares of the Company; and
|(3)||commencing 24 months after Closing, if the Company proposes to prepare and file a prospectus for distribution of common shares or warrants, to allow common shares of the Company owned or controlled by AIMCo Realty or AIMCo, as requested by AIMCo Realty or AIMCo, to be included in such distribution.|
The Private Placement will consist of a brokered private placement of common shares in the capital of the Company for gross proceeds of up to $35,000,000 at a subscription price of $0.17 per common share.
The Company will pay a cash commission to the Agents equal to 6% of the gross proceeds of the Private Placement.
The proceeds from the Private Placement will be used to repay existing indebtedness, deposits for further acquisitions and working capital.
The common shares under the Private Placement will be offered to "accredited investors" in Canada, the United States and in those jurisdictions outside of Canada and the United States that are agreed upon by the Company and the Agents.
The closing of the Private Placement is subject to regulatory approval from the TSX-V.
About C2C Industrial Properties Inc.
C2C is a real property investment company, which recently completed its Qualifying Transaction on the TSX-V. C2C's principal objective is to become a real estate investment corporation specializing in acquisition, ownership and the operation of industrial properties across Canada. More information about C2C (TSXV: CCH) is available at www.sedar.com.
Forward Looking Statements
This document contains forward-looking statements relating to C2C and the industry in which it operates and its strategy, action plans and investments, which may involve estimates, forecasts and projections. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict and/or are beyond C2C's control. Consequently, readers should not place any undue reliance on such forward-looking statements. These forward-looking statements are made as of the date of this press release. C2C is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or other factors, unless otherwise required to do so by applicable law. All forward-looking statements attributable to C2C are expressly qualified by these cautionary statements.
The TSX Venture Exchange has neither approved nor disapproved the contents of this press release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
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C2C Industrial Properties Inc.
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