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TORONTO, March 22, 2012 /CNW/ - C2C Industrial Properties Inc. (the "Company" or "C2C") (CCH: TSX-V) announced today, further to its announcements on January 30, 2012, January 31, 2012, February 10, 2012 and February 29, 2012 that it has closed the previously announced $35,000,000 brokered private placement of common shares (the "Brokered Private Placement") and additional details of its $10,500,000 private placement of shares (the "Acquisition Financing") conducted in connection with its most recent portfolio acquisition.
Brokered Private Placement
Pursuant to the Brokered Private Placement, the Company issued and sold 209,730,481 common shares, including shares issued in connection with the exercise of the agents' over-allotment option, at $0.17 per share for gross proceeds totaling $35,654,182.
The Brokered Private Placement was co-led by GMP Securities L.P. and Desjardins Securities Inc and included Raymond James Ltd. and Greenrock Capital Partners Inc.
The Brokered Private Placement was conducted on a private placement, prospectus-exempt basis to accredited investors in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec and Nova Scotia.
The Company will use the proceeds from the financings to repay existing second mortgage indebtedness used to fund portfolio acquisitions, to fund future acquisitions and for general working capital purposes. Immediately following the closing of the Brokered Private Placement, C2C will have a debt to gross book value of approximately 55% and an AFFO ("Adjusted Funds From Operations") pay-out ratio of approximately 34% based on its intended 2.5% dividend distribution, as discussed below under "Dividend Policy". In addition, the Company will have cash on hand of approximately $10 million which will allow it to continue a national acquisition program.
The Company is examining several opportunities to purchase industrial properties in select markets across Canada. "C2C is extremely pleased with the successful completion of the consecutive Private Placements. We intend to continue executing our business plan of acquiring and managing a portfolio of properties, which will include "value-add" industrial assets across Canada. Our disciplined acquisition approach, coupled with strong support from institutional investors, will enable C2C to grow and deliver returns for its shareholders. C2C has a significant pipeline of acquisition opportunities, which we expect will continue to grow along with its national platform" said Chris Ross, President of C2C.
Pursuant to applicable Canadian securities laws, the securities issued under the Acquisition Financing and the Brokered Private Placement, including securities issued on conversion of warrants issued under the Acquisition Financing, will be subject to a four-month hold period from the closing of the Acquisition Financing and the Brokered Private Placement, as applicable.
Certain senior officers and directors of the Company purchased an aggregate of 885,118 common shares under the Acquisition Financing and the Brokered Private Placement, representing approximately 0.42% of the total number of common shares issued under the offerings. Following completion of the offerings, these parties will collectively have beneficial ownership of, or control or direction over, 23,335,402 common shares of the Company, which represents 7.59% of the total number of outstanding shares of the Company post-offerings.
The participation of these parties in each such offering resulted in each offering constituting a related party transaction under Canadian Multilateral Instrument 61-101 ("MI 61-101"), but each transaction was otherwise exempt from the formal valuation and minority approval requirements of MI 61-101.
The Acquisition Financing was completed on February 28, 2012 for gross proceeds of $10,453,982.19. The Acquisition Financing consisted of 61,494,007 units at a price of $0.17 per unit comprised of 61,494,007 common shares and warrants to purchase 14,518,735 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.
C2C intends to institute a dividend policy providing for the payment of dividends at an annual rate of $0.0425 per share as currently constituted. The dividends will be paid quarterly commencing with the quarter ending June 30, 2012.
The Corporation intends to consolidate its issued and outstanding Common Shares on the basis of up to 25 existing Common Shares for one new Common Share (the "Share Consolidation"). The Share Consolidation is a post-closing requirement of the Brokered Private Placement.
The shareholders approved the Share Consolidation at the special meeting of shareholders held November 10, 2011 on the basis of 5 to 1 or such other basis as deemed appropriate by the board of directors. The board of directors has resolved that the Share Consolidation be conducted on the basis of 25 existing shares for 1 new share. The Share Consolidation is subject to the prior approval of the TSX Venture Exchange.
About C2C Industrial Properties Inc.
C2C is a real estate investment corporation specializing in the acquisition, ownership and operation of industrial properties across Canada. C2C owns fourteen industrial assets totalling approximately 1.2 million SF. More information about C2C (CCH: TSX-V) 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.