Toronto Stock Exchange: MTG
TORONTO, June 27, 2012 /CNW/ - Timbercreek Senior Mortgage Investment
Corporation (the "Company") is pleased to announce that it has filed a
final prospectus (the "Prospectus") dated June 26, 2012 with the
securities regulatory authorities in each of the provinces and
territories of Canada, other than Quebec, and a receipt therefor has
been received. A copy of the Prospectus will be available on SEDAR (www.sedar.com).
The Prospectus qualifies the distribution (the "Offering") of up to
13,000,000 million Class A Shares ("Class A Shares") of the Company at
a price of $10 per Class A Share for total gross proceeds to the
Company of up to $130,000,000. The Company proposes to offer,
concurrently with the Offering, subscription receipts (the
"Subscription Receipts") at a price of $10 per Subscription Receipt, on
a private placement basis, each of which will represent the right to
receive 1.0402 Class A Shares, pursuant to the terms and conditions of
subscription receipt agreements. Accordingly, it is intended that the
Prospectus will also qualify the issuance of up to 3,356,919 Class A
Shares by the Company upon the Subscription Receipts being exchanged
for Class A Shares in accordance with the terms thereof. The
outstanding Class A Shares are listed and posted for trading on the
Toronto Stock Exchange under the symbol "MTG".
The Offering is scheduled to close on or about July 4, 2012. The
syndicate of agents is co-led by Raymond James Ltd., TD Securities Inc.
and CIBC and including BMO Nesbitt Burns Inc., GMP Securities L.P., RBC
Dominion Securities Inc., National Bank Financial Inc., Scotiabank,
Manulife Securities Incorporated, Canaccord Genuity Corp. and Macquarie
Capital Markets Canada Ltd. (the "Agents").
The Company has granted to the Agents an option (the "Over-Allotment
Option"), exercisable in whole or in part for a period of 30 days
following the closing of the Offering, to purchase an aggregate of up
to 15% of the aggregate number of Class A Shares issued at the closing
of the Offering (excluding the Class A Shares qualified under the
Prospectus and issued by the Company when the Subscription Receipts are
exchanged for Class A Shares) at a price of $10.00 per Class A Share.
The Prospectus qualifies the distribution of the Over-Allotment Option
and the Class A Shares issuable on the exercise of the Over-Allotment
Option. If the Over-Allotment Option is exercised in full, the total
price to the public under the maximum offering will be $149,500,000.
Net proceeds from the Offering will be used to acquire and manage a
diversified portfolio made up of first mortgages with customized terms
(the "Customized First Mortgages") that are secured by primarily
residential (including multi-residential) real estate as well as
office, retail and industrial properties, located primarily in large
urban markets and their surrounding areas.
The investment objective of the Company is, with a primary focus on
capital preservation, to acquire and maintain a diversified portfolio
of Customized First Mortgages in order to permit the Company to pay
monthly distributions to its shareholders. The Company is managed by
Timbercreek Asset Management Ltd. (the "Manager"). The Manager also
acts as portfolio adviser for the Company.
For the period ending January 31, 2013, the Manager is currently
targeting an aggregate annualized yield of approximately 6%, net of all
fees and expenses of the Company. Thereafter, in the long-term, the
Manager is targeting an aggregate annual yield (net of all fees and
expenses of the Company) equal to the then current yield to maturity on
the two-year Government of Canada bond yield plus 350 basis points.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities of the Company in the United
States, nor shall there be any sale of the securities of the Company in
any jurisdiction in which such offer, solicitation or sale would be
unlawful. The securities described herein have not been, and will not
be, registered under the United States Securities Act of 1933, as
amended (the "1933 Act"), or any state securities laws and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the 1933 Act
and applicable state securities laws.
Certain statements included in this news release constitute
forward-looking statements, including, but not limited to, those
identified by the expressions "expect", "intend", "will" and similar
expressions to the extent they relate to the Company. The
forward-looking statements are not historical facts but reflect the
Manager's current expectations regarding future results or events.
These forward-looking statements are subject to a number of risks and
uncertainties that could cause actual results or events to differ
materially from current expectations. Although the Manager believes
that the assumptions inherent in the forward-looking statements are
reasonable, forward-looking statements are not guarantees of future
performance and, accordingly, readers are cautioned not to place undue
reliance on such statements due to the inherent uncertainty therein.
The Manager undertakes no obligation to update publicly or otherwise
revise any forward-looking statement or information whether as a result
of new information, future events or other factors which affect this
information, except as required by law.
The Offering is only made by Prospectus. The Prospectus contains
important detailed information about the securities being offered.
Copies of the Prospectus may be obtained from any of the Agents.
Investors should read the Prospectus before making an investment
SOURCE Timbercreek Senior Mortgage Investment Corporation
For further information:
Timbercreek Asset Management Ltd.
Vice President, Investor Relations