NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
TORONTO, Dec. 24 /CNW/ - GT Canada Medical Properties Real Estate Investment Trust (the "REIT") is pleased to announce that it has successfully completed:
- a public offering (the "Offering") of equity securities for aggregate gross proceeds of $25,550,000;
- the acquisition (the "Acquisition") of a portfolio of five medical office buildings, including one substantially pre-leased property currently under construction, for a purchase price of $39,950,000 (subject to adjustment); and
- the conversion of the REIT's corporate predecessor, GT Canada Medical Properties Inc. ("GTC Inc."), into the REIT.
Under the Offering the REIT issued 12,775,000 investment units (the "Investment Units") at a price of $2.00 per Investment Unit. Each Investment Unit consists of one trust unit of the REIT (each a "Unit" and, collectively, the "Units") and one-half of a Unit purchase warrant (each whole Unit purchase warrant being referred to as a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Unit at any time prior to 5:00 p.m. (Toronto time) on or before December 24, 2012 at a price of $2.25. The Offering was led by a syndicate of agents consisting of Raymond James Ltd., HSBC Securities (Canada) Inc., Dundee Securities Corporation, Desjardins Securities Inc. and M Partners Inc. (collectively, the "Agents").
In connection with the Offering, the REIT agreed to grant the Agents an over-allotment option to purchase that number of additional Investment Units equal to up to 15% of the Investment Units sold pursuant to the Offering, exercisable at any time, in whole or in part, up to 30 days from the closing of the Offering.
The REIT used approximately $23.2 million of the net proceeds of the Offering to fund the cash portion of the purchase price payable under the Acquisition and related expenses. The balance of the Offering proceeds will be utilized for working capital purposes. The non-cash portion of the Acquisition purchase price included 662,500 units, each comprised of one Class B limited partnership unit (exchangeable on a one-for-one basis for a REIT Unit) and one-half of a Warrant.
Immediately prior to the completion of the Offering and the Acquisition the previously announced conversion of the REIT's corporate predecessor, GTC Inc., into the REIT was made effective. As part of that conversion the outstanding shares in the capital of GTC Inc. were exchanged for Units, on the basis of ten common shares for each REIT Unit.
Andrew Shapack, the Chief Executive Officer of the REIT, said, "GT Canada is very proud to be Canada's only publicly traded issuer focused exclusively on medical office buildings and delighted to be expanding our portfolio so rapidly. I would like to thank our Board and team of professionals that worked so hard and accomplished this milestone."
Sean Nakamoto, the REIT's Chief Financial Officer, added "This is an important step, and we are excited to build on this and on our relationships and opportunities to achieve our objective of being the leading owner and manager of medical office buildings in Canada."
Units of the REIT are scheduled to commence trading through the facilities of the TSX Venture Exchange on or about December 31, 2010.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or any other jurisdiction outside of Canada, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Units offered have not been, and will not be, registered under the 1933 Act, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration
This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the proposed transaction, including statements regarding the terms and conditions of the proposed transaction. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements. The factors identified above are not intended to represent a complete list of the factors that could affect the REIT. For a complete discussion of the risk factors that could affect the REIT, see the information circular mailed to shareholders of GTC Inc. in connection with the Acquisition and the (final) prospectus relating to the Offering, copies of which are made available at www.sedar.com.
Neither the TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this press release.
For further information: For further information:
Andrew Shapack, Chief Executive Officer
GT Canada Medical Properties REIT