MONTRÉAL, Dec. 16, 2014 /CNW Telbec/ - (TSXV: NEL.UN) Nobel Real Estate Investment Trust ("Nobel REIT" or the "REIT") is pleased to announce the closing of the second and final tranche (the "Second Tranche") of its private placement (the "Offering") previously announced on November 11, 2014. The Second Tranche consisted of 9,375,000 trust units of the REIT (the "Trust Units") at a price of $0.80 per Trust Unit, for gross proceeds of $7,500,000. Combined with the $6,500,000 raised under the first tranche of the Offering, completed on December 3, 2014, the aggregate gross proceeds raised under the Offering is $14,000,000.
The Second Tranche was entirely subscribed by RFA Nobel Limited Partnership ("RFA"), an existing insider, related party, and control person of the REIT under the policies of the TSX Venture Exchange (the "Exchange") and applicable securities laws.
RFA's subscription under the Second Tranche (the "RFA Investment") is considered a related party transaction under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (Québec) ("Regulation 61-101"). The transaction received "minority approval" of the REIT's disinterested unitholders, within the meaning of the term as defined in Regulation 61-101, at a special meeting of the REIT's unitholders on December 11, 2014. The REIT relied upon section 5.5(b) of Regulation 61-101 for an exemption from the formal valuation requirement under Regulation 61-101.
The Trust Units are subject to a four-month plus one day hold period ending on April 17, 2015, 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 U.S. persons, absent such registration or an exemption from registration. The Offering remains subject to the final approval of the Exchange.
A finder's fee equal to 2% of the gross proceeds from the Second Tranche was paid to Realty Financial Advisors Inc., an exempt market dealer, in connection with Second Tranche.
The gross proceeds of the Second Tranche will be used to complete the previously announced acquisitions of the investment properties located at 935-965 rue Reverchon and at 3490 rue Griffith (the "Acquisitions"), both in the borough of Saint-Laurent in the City of Montréal, and for working capital purposes, including potential future acquisitions of additional properties. The REIT anticipates completing the Acquisitions on or about December 18, 2014.
Early Warning Report
Pursuant to the RFA Investment, RFA acquired direct ownership of 9,375,000 Trust Units, representing 25.16% of the REIT's issued and outstanding trust units on an undiluted basis following completion of the Second Tranche. As a result, RFA directly owns 29,166,667 trust units of the REIT, which represents 79.22% of the REIT's issued and outstanding trust units on a partially diluted basis following completion of the Second Tranche.
An early warning report of RFA (the "Early Warning Report") containing additional information with respect to the RFA Investment will be filed under the REIT's SEDAR profile at www.sedar.com. The Trust Units were acquired for investment purposes and RFA 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 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: 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, 1185 chemin du Tremblay, Suite 230, Longueuil, Quebec J4N 1R4, Tel: 450-655-4338; Ben Rodney, President, RFA Nobel Limited Partnership, 360 Bay Street, Suite 1000, Toronto, Ontario M5H 2V6, Tel: 416-362-7969; Renmark Financial Communications Inc., Lorraine Athaide: [email protected], Mariam Ghoneim : [email protected], Tel.: (416) 644-2020 or (514) 939-3989, www.renmarkfinancial.com