MONTRÉAL, July 11, 2014 /CNW Telbec/ - (TSXV: NEL.UN) Nobel Real Estate Investment Trust ("Nobel REIT" or the "REIT") is pleased to announce the closing, as of July 10, 2014 (the "Closing Date"), of its previously announced private placement of 166,666,667 units of the REIT (the "Units") to RFA Nobel Limited Partnership (the "Subscriber") at a price of $0.06 per Unit, for aggregate gross proceeds of $10-million (the "Offering") and the completion of certain related transactions (collectively, the "Transactions").
Each Unit consisted of one trust unit of the REIT (each, a "Trust Unit") and one-tenth of a trust unit purchase warrant (each whole trust unit purchase warrant, a "Warrant"), with each Warrant entitling the holder thereof to acquire one trust unit at an exercise price of $0.10 per trust unit for a period of 5 years following the Closing Date.
As part of the Offering, the previously announced $1.2-million secured bridge loan (the "Bridge Loan") to the REIT from RFA Capital Partners Inc. (the "RFA Capital"), a company related to the Subscriber, was assigned to the Subscriber and converted to equity in partial satisfaction of the aggregate subscription price of the Units.
Pursuant to the Offering and as approved at the REIT's annual general and special meeting of unitholders held on June 26, 2014 (the "Meeting"), the Subscriber acquired ownership and control of approximately 82.85% of the issued and outstanding voting units of the REIT under the minimum amount investment prospectus exemption under applicable securities laws. As a result, the Subscriber has become a new "Control Person" of the REIT under the policies of the TSX Venture Exchange (the "Exchange").
Under the terms of the investment agreement entered into between the REIT and the Subscriber in respect of the Offering, $500,000 of the net proceeds must be used by the REIT for working capital purposes and the remainder must be used to complete acquisitions of additional properties.
Realty Financial Advisors Inc. acted as finder in connection with the Bridge Loan and the Offering and received an aggregate cash commission of $400,000.
The Trust Units, Warrants, and the underlying trust units reserved for issuance upon exercise of the Warrants (collectively, the "Securities") are subject to a four-month plus one day hold period from the Closing Date, ending on November 11, 2014, pursuant to securities legislation and the policies of the Exchange. The Securities 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 U.S. persons, absent such registration or an exemption from registration.
Assignment of Fees and Rights Granted to RFA Capital
In consideration of the Bridge Loan and the Subscriber's investment under the Offering, RFA Capital was assigned 25% of the "Additional Fee" and 50% of the "Asset Management Fee", the "Disposition Fee", and adjusted amounts of the "Acquisition Fee" and "Termination Fee" payable to Société Immobilière Maestri Terra Inc., the external manager of the REIT and its subsidiary, Nobel REIT Limited Partnership, under a property and asset management agreement dated May 30, 2013 (the "External Management Agreement"). Further detailed information regarding the assigned fees is set out in the management information circular sent to unitholders in respect of the Meeting (the "Circular") and in the External Management Agreement, copies of which may be consulted under the REIT's profile on SEDAR at www.sedar.com.
Rights Plan Amendment
Also in connection with the Offering and as approved at the Meeting, the REIT's unitholder rights agreement, dated May 30, 2013 (the "Rights Plan"), was amended in order to facilitate the Offering and the creation of the Subscriber as a new "Control Person" of the REIT without triggering the dilutive features of the Rights Plan. Further details regarding the amendment to the Rights Plan, including the full text of the resolution in respect thereof, are set out in the Circular and a copy of the amended and restated unitholder rights plan, dated July 10, 2014, is available under the REIT's profile on SEDAR.
The Transactions remain subject to the final approval of the Exchange. An early warning report of the Subscriber (the "Early Warning Report"), containing additional information with respect to the Transactions, will be filed under the REIT's SEDAR profile. The Subscriber's securityholding percentage of Trust Units on a partially diluted basis, assuming full exercise of the Warrants, is 84.16%. The Units were acquired for investment purposes and the Subscriber may from time to time increase or decrease its holdings of the REIT's securities, depending on market and other conditions.
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: Additional information or a copy of the Early Warning Report may be obtained by contacting: Louis Lemire, CPA, CA, Chief Financial Officer, Nobel Real Estate Investment Trust, Tel: 450-655-4338; Ben Rodney, President, RFA Nobel Limited Partnership, 141 Adelaide Street West, Suite 278, Toronto, Ontario M5H 3Y4, Tel: 416-362-7969