TORONTO, Sept. 25, 2012 /CNW/ - C2C Industrial Properties Inc. (the "Company") (TSX-V: CCH), announced today that it has agreed to satisfy a portion of the acquisition and asset management fees owing to Strathallen Capital Corp. (the "Asset Manager") pursuant to the asset management agreement dated March 18, 2011, as amended (the "Asset Management Agreement") between the Company and the Asset Manager by the issuance of shares.
The fees payable to the Asset Manager by the Company for the period from May 17, 2011 to September 30, 2012 totalled $1,453,577.67. The Company proposes to satisfy $711,175.26 of the fees (48.93%) by issuing 158,440 common shares in the capital of the Company in order to preserve its working capital and funds for future acquisitions. The issue price of the common shares will be $4.4886 per share which, in accordance with the Asset Management Agreement, was the 20-day weighted average trading price of the common shares immediately prior to approval of the issuance of the shares.
The common shares will be issued in the name of the Asset Manager and delivered to an escrow agent and released to the Asset Manager on the basis of 1/3 on the Termination Date, as defined below, and 1/3 on each of the next two anniversaries of the Termination Date. For these purposes, the "Termination Date" means the date that the market value of the Company's assets first equals or is greater than $500,000,000.
The shares issued to the Asset Manager will be subject to a four month hold period expiring January 26, 2013, in accordance with the policies of the TSX Venture Exchange Inc.
The issuance of the shares is a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security holders in Special Transactions ("MI 61-101") as the Asset Manager is considered to be a non-arm's length party of the Company. However, the transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the common shares issued to the Related Parties nor the fair market value of the consideration for the transaction exceeded 25% of C2C's market capitalization, as per section 5.5 and 5.7 of MI 61-101. In addition, independent shareholder approval was obtained on June 27, 2012 authorizing the issuance of the shares by the Company in partial satisfaction of the fees owing to the Asset Manager pursuant to the Asset Management Agreement. A material change report in respect of this transaction was not filed at least 21 days in advance of the share issuance. The Company believes a shorter period between this disclosure and the issuance of common shares is reasonable, in light of its need to satisfy its outstanding debts in a timely manner and the relatively small size of the related party transactions.
Further to the TSX Venture Exchange Inc. bulletin dated as of today's date, the amount of the indebtedness settled by the Company by the issuance of common shares is $711,175.26.
About C2C Industrial Properties Inc.
C2C is a real estate investment corporation specializing in the acquisition, ownership and operation of light industrial properties across Canada. C2C currently owns 21 industrial assets totaling approximately 2.0 million square feet of gross leasable area. More information about C2C (CCH: TSX-V) is available at www.c2cip.com.
The TSX Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.
SOURCE: C2C Industrial Properties Inc.
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