MONTREAL, May 30, 2013 /CNW/ - (TSXV: NEL.UN) Nobel Real Estate Investment Trust ("Nobel REIT") is pleased to announce today the completion of Capital Nobel Inc.'s qualifying transaction pursuant to Policy 2.4 of the TSX Venture Exchange ("TSXV") Corporate Finance Manual (the "Qualifying Transaction").
The Qualifying Transaction involved three primary components: (i) the reorganization of Capital Nobel Inc., a capital pool company listed on the TSXV under the symbol NEL.P (the "Corporation"), into Nobel REIT by way of a plan of arrangement under section 192 of the Canada Business Corporations Act between the Corporation, Nobel REIT and Nobel REIT Limited Partnership (the "Arrangement"); (ii) the completion of Nobel REIT's initial public offering of 22,400,000 trust units ("Units") for gross proceeds to Nobel REIT of $5.6 million (the "Offering"); and (iii) the acquisition of two commercial real estate properties located at 1185-1195 Chemin du Tremblay, Longueuil, Québec (the "Longueuil Property") and 1190 Place Nobel, Boucherville, Québec (the "Boucherville Property"), for a purchase price equal to $11.1 million and $3.55 million, respectively.
The Offering was completed by a syndicate of agents led by Desjardins Capital Markets and including National Bank Financial Inc. and Scotia Capital Inc. (collectively the "Agents"). In connection with the Offering, Nobel REIT paid the Agents a cash commission in an amount equal to 7% of the gross proceeds of the Offering and issued the Agents compensation warrants equal to 5% of the Units sold pursuant to the Offering. Nobel REIT also granted the Agents an over-allotment option to purchase up to an additional 3,360,000 Units on the same terms and conditions, exercisable at any time, in whole or in part, up to the date that is 30 days from the date of closing of the Offering. The Units have been approved for listing on the TSXV and are trading under the symbol "NEL.UN".
Pursuant to the Arrangement, among other things: (i) the issued and outstanding common shares ("Shares") of the Corporation were exchanged for Units of Nobel REIT on a one (1) for one (1) basis (the "Exchange Ratio"), and (ii) the issued and outstanding options ("Options") to purchase Shares were exchanged for options to purchase Units ("REIT Options") on terms and conditions identical to the terms and conditions of the Options and based upon the Exchange Ratio.
Société Immobilière Maestri Terra Inc. (the "Manager") will be the property and asset manager of Nobel REIT pursuant to a property and asset management agreement to be entered into between Nobel REIT, directly or through one of its affiliates, and the Manager. The Manager is a corporation controlled by Jean-Guy Parent, Yves Maurais and Jean Teasdale, which are trustees of Nobel REIT.
Description of Properties
The Longueuil Property, is a mixed-used property constructed in 2007 comprising two buildings and located in the heart of Longueuil's commercial area, at the intersection of boulevard Roland-Therrien and Chemin du Tremblay. The 2-storey buildings feature 53,126 square feet of rentable area and are situated on approximately 172,000 square feet of land, with 219 outdoor parking spaces. The property is presently 94% leased. One of the buildings, totalling 10,250 square feet, is fully leased to Services Canada until 2018. The principal tenant of the other building is Avril Supermarket until 2017.
The Boucherville Property is located in the commercial zone of the 20/20. It is located at the intersection of the highway 20 and Volta Street, providing primary visibility and accessibility to major arterials (highways 20, 30 and 132). The three-storey building was built in 2003, using geothermal techniques and high quality material. It is situated on 37,466 square feet of land and comprises 18,976 square feet of rentable area and 61 outdoor parking spaces. The property is currently 100% leased and the principal tenant is Intercom Real Estate Services, which leases 9,995 square feet under a lease expiring in 2022.
Nobel Real Estate Investment Trust
Nobel REIT is a recently created unincorporated open-ended real estate investment trust established under, and governed by, the laws of the Province of Québec. The objectives of Nobel REIT will be to: (i) provide unitholders with stable and growing cash distributions from investments focused on real estate properties in Canada, primarily in Québec, on a tax-efficient basis; (ii) enhance the value of Nobel REIT's assets and maximize long-term Unit value; and (iii) expand the asset base of Nobel REIT and increase Nobel REIT's AFFO (adjusted funds from operations) per Unit through internal growth strategies and accretive acquisitions.
The trustees of Nobel REIT are Jacques Girard (Chairman of the board of trustees), Jean Teasdale (President and Chief Executive Officer), Bernard Grandmont, Jean-Guy Parent, Yves Maurais (Chief Financial Officer), Serge Riopel and Alfred Corriveau. The background of each trustee and executive officer of Nobel REIT can be found in the Corporation's management information circular dated December 18, 2012 and Nobel REIT's final prospectus dated May 13, 2013, which are available on SEDAR at www.sedar.com.
The TSXV has in no way passed upon the merits of the proposed Qualifying 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 policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Nobel Real Estate Investment Trust
For further information:
Jean Teasdale, President, Chief Executive Officer and Secretary, at (450) 655-4338