STELLARTON, NS, March 29, 2012 /CNW/ - Crombie Real Estate Investment Trust ("Crombie") (TSX: CRR.UN) announced today that it has closed the previously announced offering, on a bought deal basis, of 4,630,000 units to the public at a price of $14.50 per unit for gross proceeds of approximately $67.1 million.
In addition to the issuance of the units to the public, ECL Developments Limited (a wholly owned subsidiary of Empire Company Limited (TSX: EMP.A)) has purchased, on a private placement basis, 3,655,200 Class B LP Units of Crombie Limited Partnership together with the attached Special Voting Units of Crombie at the $14.50 per unit offering price, for gross proceeds of approximately $53 million.
Each Class B LP Unit is exchangeable for one unit of Crombie at the option of the holder. Upon exchange of a Class B LP Unit, the associated Special Voting Unit is cancelled. All securities issued under the private placement are subject to a four month hold period from the closing date of the private placement. After the closing of the public offering and the private placement, Empire holds a 44.5% economic and voting interest in Crombie.
The combined gross proceeds from the Unit and Class B LP Unit issuance total approximately $120.1 million.
Crombie intends to use the net proceeds from this offering and the concurrent private placement to finance a portion of the purchase price for its previously announced purchase of a portfolio of twenty two (22) retail properties for $255 million from third party vendors. The remainder of the purchase price for this acquisition will be satisfied through the assumption by Crombie of approximately $95.7 million of existing property mortgage debt, as well as borrowings under Crombie's existing line of credit. If the proposed acquisition does not close for any reason, Crombie intends to use the proceeds of this offering and the concurrent private placement to reduce outstanding borrowings under Crombie's revolving line of credit, for working capital and to fund future acquisitions that are not yet identified. Pending their use, Crombie expects to temporarily invest a portion of the net proceeds in short term interest bearing instruments.
The underwriting syndicate was co-led by CIBC and Scotia Capital Inc. and also includes TD Securities Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., Canaccord Genuity Corp., Beacon Securities Limited, Macquarie Capital Markets Canada Ltd., Raymond James Ltd., Brookfield Financial Corp. and Desjardins Securities Inc.
Crombie is an open-ended real estate investment trust established under, and governed by, the laws of the Province of Ontario. The trust invests in income-producing retail, office and mixed-use properties in Canada, with a future growth strategy focused primarily on the acquisition of retail properties. Crombie currently owns a portfolio of 139 investment properties in eight provinces, comprising approximately 12.6 million square feet of rentable space. More information about Crombie can be found at www.crombiereit.com.
This news release may contain forward looking statements that reflect the current expectations of management of Crombie about Crombie's future results, performance, achievements, prospects and opportunities. Wherever possible, words such as "continue", "may", "will", "estimate", "anticipate", "believe", "expect", "intend" and similar expressions have been used to identify these forward looking statements. These statements reflect current beliefs and are based on information currently available to management of Crombie, and include, without limitation, statements regarding the expected use of proceeds of the Offering. Forward looking statements necessarily involve known and unknown risks and uncertainties.
A number of factors, including those discussed in the 2011 annual Management Discussion and Analysis under "Risk Management", could cause actual results, performance, achievements, prospects or opportunities to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and a reader should not place undue reliance on the forward looking statements. There can be no assurance that the expectations of management of Crombie will prove to be correct.
Readers are cautioned that such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from these statements. Crombie can give no assurance that actual results will be consistent with these forward-looking statements.
For further information:
Mr. Glenn Hynes, F.C.A.
Chief Financial Officer and Secretary Crombie REIT