EARLY WARNING NEWS RELEASE PURSUANT TO SECTION 102.1 OF THE SECURITIES ACT (ONTARIO) AND NATIONAL INSTRUMENT 62-103
TORONTO, June 25, 2015 /CNW/ - Further to disclosure requirements of applicable securities laws, Lotus Crux REIT LP ("Offeror") is pleased to announce that it has acquired, pursuant to a voting agreement (the "Voting Agreement") with Can-Industrial Portfolio Venture I Limited Partnership ("Can-Industrial"), shared control, but not ownership of, 334,783 class B limited partnership units ("Class B LP Units") of PRO REIT Limited Partnership ("PRO REIT LP"). The Class B LP Units described above represent approximately 1.04% of the current issued and outstanding trust units (the "Units") of Pro Real Estate Investment Trust (the "REIT") on an as-converted basis], assuming the exchange of all outstanding Class B LP Units for Units on a one-for-one basis in accordance with and subject to the terms and conditions of the Exchange Agreement of the REIT dated March 11, 2013 (the "Exchange Agreement"). Each Class B LP Unit is accompanied by one special voting unit of the REIT ("Special Voting Unit").
The Offeror, the REIT and PRO REIT LP entered into a support agreement (the "Support Agreement") dated September 30, 2014. As a result of the acquisition of shared control of the Class B Units described above pursuant to the Voting Agreement, such Class B Units will form part of the Offeror's and its related parties' retained interest for purposes of the Support Agreement. Can-Industrial is considered a Lotus Crux Related Party for purposes of the Support Agreement. The Voting Agreement contains obligations vis-à-vis the ownership of Units and Special Voting Units similar to those contained in the Support Agreement.
After giving effect to the transactions contemplated by the Voting Agreement, the Offeror, together with its joint actors, have ownership and control over an aggregate of: (a) 2,308,600 Units of the REIT; (b) 1,087,000 trust unit purchase warrants (the "Warrants") of the REIT, each whole Warrant being exercisable for one Unit ("Warrant Units") at an exercise price of $2.65 at any time prior to March 31, 2017; (c) 1,073,913 Class B LP Units of PRO REIT LP; and (d) 369,565 Class B LP Unit purchase warrants (the "Class B LP Warrants"), each whole Class B LP Warrant being exercisable for one Class B LP Warrant Unit at an exercise price of $2.65 at any time prior to March 31, 2017. Together, the Units, the Warrant Units, the Class B LP Units and the Class B LP Warrant Units represent approximately 14.44% of the issued and outstanding Units on a partially diluted basis, assuming the exercise of the Warrants and Class B LP Warrants described in this paragraph, and the exchange of all outstanding Class B LP Units of PRO REIT LP for Units on a one-for-one basis in accordance with and subject to the terms and conditions of the Exchange Agreement.
The Offeror and/or one or more of its affiliated or related entities, may, subject to the terms of the Support Agreement, depending on market and other conditions, increase or decrease its beneficial ownership control or direction over Units of the REIT through market transactions, private agreements, property acquisition transactions, treasury issuances, grants of equity based compensation arrangements, convertible securities or otherwise.
This news release is being issued as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
SOURCE Lotus Crux REIT LP
For further information: (including a copy of the early warning report to be filed on SEDAR) can be obtained at www.sedar.com under the REIT's company profile or by contacting Peter Aghar at 4169301756 or Shenoor Jadavji at 604-568-9982. The Offeror has its registered office at 5300 Commerce Court West, 199 Bay Street, Toronto, ON M5L 1B9