MONTRÉAL, Nov. 11, 2014 /CNW Telbec/ - (TSXV: NEL.UN) Nobel Real Estate Investment Trust ("Nobel REIT" or the "REIT") is pleased to announce that it intends to complete a brokered private placement of a minimum of 8,125,000 trust units of the REIT (the "Trust Units") and a maximum of 17,500,000 Trust Units at a purchase price of $0.80 per Trust Unit, for minimum gross proceeds of $6,500,000 and maximum gross proceeds of $14,000,000 (the "Offering"). The REIT is further pleased to announce that it has entered into an agreement with two arm's length vendors, Dicom Real Estate Holdings Inc. and 0996816 B.C. Inc., to acquire an investment property in Dorval, Québec (the "Property") for an aggregate purchase price of $13,850,000, excluding acquisition costs (the "Acquisition").
The REIT expects to close the Offering in one or more tranches and anticipates that the closing of the final tranche will take place before December 31, 2014. The Acquisition is expected to close on or about November 28, 2014.
RFA Nobel Limited Partnership ("RFA"), an existing "Control Person" of the REIT under the policies of the TSX Venture Exchange (the "Exchange"), intends to participate for $2,500,000 of the first tranche of the Offering (the "RFA Investment"), with the balance of the subscriptions under the first tranche anticipated to come from non-insiders.
RFA's participation in the Offering is considered a related party transaction under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (Québec) ("Regulation 61-101"). The REIT is relying on Section 5.5(a) for an exemption from the formal valuation requirement and Section 5.7(1)(a) for an exemption from the minority approval requirement under Regulation 61-101, as neither the fair market value of the Trust Units to be issued to RFA nor the amount of the RFA Investment will exceed 25% of the REIT's market capitalization. Additional participation in the Offering by RFA is subject to disinterested unitholder approval pursuant to Section 5.6 of Regulation 61-101.
The REIT has called a special meeting of its unitholders for December 11, 2014 to seek disinterested unitholder approval of a second tranche subscription by RFA under the Offering in the amount of $7,500,000, representing the balance of the maximum gross proceeds of the Offering of $14,000,000. Assuming receipt of disinterested unitholder approval and full subscription of the Offering, the percentage of issued and outstanding trust units of the REIT held by RFA will decrease by 6.07%, from 84.36% to 78.29% on a non-diluted basis.
A material change report in respect of the related party transaction with RFA was not filed at least 21 days in advance of the expected closing date of the first tranche of the Offering, as the details of the Offering were not settled until shortly before this announcement and the REIT wished to close the first tranche of the Offering on an expedited basis for sound business reasons.
The proceeds of the Offering will be used to finance the Acquisition and for working capital purposes, including potential future acquisitions. The Offering remains subject to the approval of the Exchange.
It is anticipated that a finder's fee equal to 2% of the gross proceeds raised under the Offering will be paid to Realty Financial Advisors Inc., an exempt market dealer, in connection with the Offering.
All Trust Units which may be issued under the Offering will be subject to a four-month plus one-day hold period from the closing date, pursuant to securities legislation and the policies of the Exchange. The Trust Units have not been nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws, and may not be offered or sold in the United States or to an account for the benefit of US persons, absent such registration or an exemption from registration.
The Property to be acquired is a newly built two-storey office building located near highways 20 and 520 at 10500 Ryan Avenue in Dorval, Québec, situated on a parcel of land of 109,690 square feet with a leasable area of 50,631 square feet. The Property is fully occupied by a single tenant, Dicom Transportation Group ("Dicom"). The Acquisition is conditional upon the signing of a lease agreement with Dicom for a term of 15 years, expiring in 2029, and standard closing documentation.
About Nobel REIT
Nobel REIT is an unincorporated open-ended real estate investment trust governed by the laws of the Province of Québec. Nobel REIT has been created for the purpose of acquiring and owning income producing properties. The REIT will focus on acquiring commercial retail, mixed-used retail, and industrial and suburban office properties in the primary and secondary markets in the Province of Québec. Nobel REIT currently owns five properties located in Québec, comprising 186,955 square feet of gross leasable area.
Disclaimer – Safe Harbour Forward–Looking Statements
Forward-looking statements contained in this press release involve known and unknown risks, uncertainties and other factors that may cause actual results, performance and achievements of Nobel REIT to be materially different from any future results, performance or achievements expressed or implied by the said forward-looking statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Nobel Real Estate Investment Trust
For further information: Louis Lemire, CPA, CA, Chief Financial Officer, at (450) 655-4338.