TORONTO, Nov. 29, 2012 /CNW/ - ISG Capital Corporation (TSVX: SUS) ("ISG") is pleased to announce that it has completed its previously announced plan of arrangement (the "Arrangement") with Firm Capital Property Trust ("FCPT"). The Arrangement effectively converts ISG into a new real estate investment trust with members of the Firm Capital group of companies providing asset, property and executive management services.
Under the Arrangement, all of the outstanding common shares of the Corporation ("Common Shares") have been redeemed in exchange for an aggregate of approximately $1.2 million in cash and approximately 374,000 units of FCPT. The final cash redemption amount per Common Share is $0.163 and the final unit redemption amount is $0.168, resulting in an exchange ratio of 0.0336 FCPT units per Common Share.
Immediately prior to the completion of the Arrangement, ISG closed its previously announced private placement of $10 million of Common Shares. Under the private placement ISG issued 59,523,809 Common Shares at a price of $0.168 per share. All of these Common Shares were redeemed for an aggregate of 2,000,000 FCPT units pursuant to the Arrangement.
ISG shareholders who hold their shares through a broker or other financial intermediary will receive payment of the consideration for their shares through the broker or other financial intermediary, following the deposit by the broker or financial intermediary of share certificates with Computershare Trust Company, the depositary for the plan of arrangement. Shareholders who hold their shares in registered form will receive payment of the consideration following the deposit of their share certificates with the depositary in accordance with the instructions contained in the letter of transmittal previously sent to registered shareholders.
ISG also announced that the TSX Venture Exchange ("TSXV") has conditionally approved the listing of the FCPT units on the TSXV under the ticker symbol "FCD.UN". It is anticipated that the FCPT units will commence trading on the TSXV on November 30, 2012 and FCPT will inherit ISG's reporting issuer history, including its record of SEDAR filings.
With the completion of the Arrangement, ISG's board of directors has resigned along with ISG's President and CEO, David Ogden and ISG's CFO, Phil Rossiter. ISG anticipates that the Common Shares will cease to be listed for trading on the TSXV at the close of business on November 29, 2012.
ISG is a publicly-traded commercial real-estate company (www.isgcapital.ca). The company is committed to creating shareholder value by incorporating environmentally and socially responsible approaches in its growth strategy.
Firm Capital Property Trust is focused on creating long-term value for Unitholders, through capital preservation and disciplined investing to achieve stable distributable income. In partnership with management and industry leaders, FCPT's plan is to co-own a diversified property portfolio of multi-residential, flex industrial, net lease convenience retail, and core service provider professional space. In addition to stand alone accretive acquisitions, FCPT will make acquisitions, on a co-ownership basis with strong financial co-owned partners and will make joint acquisitions and the acquisition of partial interests from existing co-ownership groups, in a manner that provides liquidity to those selling co-owners and professional management for those remaining as co-partners. Firm Capital Realty Partners Inc., through a structure focused on an alignment of interests with the Trust, and will source, syndicate and participate in investments.
This news release contains "forward-looking statements" within the meaning of applicable securities laws. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. The statements in this news release are made as of the date of this release. Although ISG believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, readers are cautioned not to place undue reliance on such statements due to the inherent uncertainty therein.
Neither the TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) has approved or disapproved the contents of this press release.
SOURCE: ISG Capital Corporation
For further information:
ISG Capital Corporation
President and Chief Executive Officer
(416) 203-7538 or (877) 877-0213
Firm Capital Property Trust
President & Chief Executive Officer