MONTRÉAL, Dec. 11, 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 special meeting of unitholders held on December 11, 2014 (the "Meeting") and a $6,970,000 mortgage financing.
The Meeting was convened for the sole purpose of obtaining "minority approval" of a "related party transaction", within the meaning of such terms as defined in Regulation 61-101 respecting the Protection of Minority Security Holders in Special Transactions (Québec) ("Regulation 61-101"). The transaction in question is a subscription for trust units of the REIT by RFA Nobel Limited Partnership ("RFA") for an aggregate purchase price of $ 7.5-million under the second tranche of the private placement announced on November 11, 2014 (the "Offering"), representing the balance of the maximum gross proceeds of the $14-million Offering.
A combined total of 17,460,397 trust units and special voting units (collectively, the "Units") were represented at the Meeting. Of that number, 763,730 Units were held by disinterested unitholders and were entitled to be voted in respect of the related party transaction resolution pursuant to Regulation 61-101, representing 3.8% of the issued and outstanding Units as of the record date. The disinterested unitholders voted in favour of the special resolution to approve the related party transaction with RFA, which was adopted by an overwhelming majority of 99.94%.
It is anticipated that the closing of the second tranche of the Offering will occur on or about December 16, 2014, in order to facilitate completion of the acquisitions of the investment properties, previously announced on December 3, 2014 (the "Acquisitions").
Completion of the Offering remains subject to a number of conditions, including but not limited to, execution of definitive agreements in respect of the Offering, the final approval of the TSX Venture Exchange (the "Exchange"), compliance with applicable securities regulations and Exchange policies, and to standard closing conditions for a transaction of this nature.
The REIT is further pleased to announce that it has entered into certain financing arrangements with the Royal Bank of Canada, as lender, in connection with the impending Acquisitions. The Acquisitions are expected to close on or about December 18, 2014.
The financing, providing for a mortgage loan in the amount of $6,970,000, is secured by a first ranking hypothec on the properties to be acquired. The loan will bear interest at a fixed rate to be set at closing, and will be for a five-year term with a 25-year amortization period.
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 six properties located in Québec, comprising 240,041 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 the 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, Nobel Real Estate Investment Trust, 1185, Chemin du Tremblay, Suite 230, Longueuil, Quebec, J4N 1R4, Tel: 450-655-4338; Renmark Financial Communications Inc., Lorraine Athaide: [email protected], Mariam Ghoneim : [email protected], Tel.: (416) 644-2020 or (514) 939-3989, www.renmarkfinancial.com