MONTREAL, June 26, 2014 /CNW Telbec/ - (TSXV: NEL.UN) Nobel Real Estate Investment Trust ("Nobel REIT" or the "REIT") is pleased to announce the results of the REIT's annual general and special meeting of unitholders held on June 26, 2014 (the "Meeting").
A combined total of 11,230,326 trust units and special voting units (collectively, the "Units") were represented at the Meeting, or 32.55% of the issued and outstanding voting securities of the REIT. Unitholders voted in favour of all items of business before the Meeting by an overwhelming majority, including the election of all trustee nominees proposed by management and the approval of RFA Nobel Limited Partnership ("RFA"), an affiliate of RFA Capital Partners Inc., as a new "Control Person" of the REIT, as defined under the policies of the TSX Venture Exchange (the "Exchange").
Each of the following nine trustee nominees proposed by management were elected to the REIT's board of trustees, each with the support of over 97.60% of the votes cast in respect of the individual motions for their election: Jean Teasdale, Bernard Grandmont, Jean-Guy Parent, Yves Maurais, Jacques Girard, Serge Riopel, Alfred Corriveau, Denis Perreault and Ben Rodney.
At the Meeting, unitholders also approved and authorized:
- the reappointment of Deloitte S.E.N.C.R.L./s.r.l., Chartered Professional Accountants as auditor of the REIT;
- a consolidation of the issued and outstanding Units of the REIT on the basis of one post-consolidation Unit for each ten pre-consolidation Units (the "Consolidation");
- the emergence of RFA as a new "Control Person" of the REIT, in anticipation of the closing of the REIT's private placement to be completed for gross proceeds of $10-million (the "Offering"), as further described in the REIT's press releases issued on May 15, 2014 and June 2, 2014; and
- an amendment to the definition of "Exempt Acquisition" under the REIT's unitholder rights agreement, dated May 30, 2013 (the "Rights Plan Amendment") in order to facilitate the Offering and the creation of the new "Control Person" without triggering the dilutive features of the Rights Plan.
Completion of the Consolidation, the Offering, and the Rights Plan Amendment (collectively, the Transactions") remains subject to a number of conditions, including but not limited to, execution of definitive agreements in respect of the Offering, Exchange acceptance of the Transactions, compliance with applicable securities regulations and Exchange policies, and to standard closing conditions for transactions of this nature.
About Nobel REIT
Nobel REIT is a recently created 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 two commercial properties located in Québec, comprising 71,747 square feet of gross leasable area.
About RFA Capital Partners Inc.
RFA Capital is a real estate private equity firm involved in both commercial real estate and financing (www.rfacanada.com).
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