TORONTO, Jan. 4, 2012 /CNW/ - Timbercreek Senior Mortgage Investment Corporation (the "Company") announced today that it has filed a final prospectus (the " Final Prospectus") dated December 29, 2011, with the securities regulatory authorities in each of the provinces and territories of Canada, other than Quebec. A copy of the Final Prospectus is available on SEDAR (www.sedar.com).
The Final Prospectus qualifies the distribution (the "Offering") of up to 10,000,000 Class A shares ("Class A Shares") and up to 500,000 Class B shares ("Class B Shares" and, together with the Class A Shares, the "Shares") of the Company at a price of $10 per Class A Share and per Class B Share for aggregate gross proceeds to the Company of up to $105,000,000. The Final Prospectus also qualifies the distribution of up to 4,210,000 Class A Shares issuable upon closing of the Offering to holders of subscription receipts (the "Subscription Receipts") that will be privately placed by the Company concurrently with the Offering. Class B Shares are designed for institutional investors or fee-based accounts with a registered dealer and will not be listed on a stock exchange, but are convertible into Class A Shares.
A syndicate of agents co-led by Raymond James Ltd., BMO Nesbitt Burns Inc., TD Securities Inc., and including CIBC World Markets Inc., GMP Securities L.P., RBC Dominion Securities Inc., Manulife Securities Incorporated, Scotia Capital Inc., Canaccord Genuity Corp., HSBC Securities (Canada) Inc., Macquarie Capital Markets Canada Ltd. and National Bank Financial Inc. (the "Agents") are acting as agents for the Offering. Prospective purchasers may subscribe for such Shares through one of 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 Final Prospectus and issued by the Company when the Subscription Receipts are exchanged for Class A Shares) at a price of $10.00 per Share. The Final 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 $120,000,000.
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 residential (including multi-residential) real estate as well as office, retail and industrial properties. The investment objectives of the Company are, with a primary focus on capital preservation, to acquire and maintain a diversified portfolio of Customized First Mortgages that generates attractive, stable returns in order to permit the Company to pay monthly distributions to its shareholders. The Company will be managed by Timbercreek Asset Management Ltd. (the "Manager"). The Manager will also act as the portfolio advisor for the Company and is an investment management company.
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.
This offering is only made by the Final Prospectus. The Final Prospectus contains important detailed information about the securities being offered. Copies of the Final Prospectus may be obtained from any of the Agents. Investors should read the Final Prospectus before making an investment decision.
For further information:
Timbercreek Asset Management Ltd.
Vice President, Investor Relations