LOTUS CRUX TO ACQUIRE UNITS OF PRO REAL ESTATE INVESTMENT TRUST
TORONTO, Aug. 3, 2017 /CNW/ – Further to disclosure requirements of applicable securities laws, Lotus Crux REIT LP (“Lotus Crux“) is pleased to announce that it anticipates acquiring, pursuant to a voting agreement (the “Voting Agreement“) to be entered into with Lotus Crux WIP Limited Partnership (“WIP LP“), shared control over, but not ownership of, 3,222,222 class B limited partnership units (“Class B LP Units“) of PRO REIT Limited Partnership (“PRO REIT LP“) on or around August 9, 2017.
The Class B LP Units will be issued to Lotus Crux as partial consideration for Pro Real Estate Investment Trust’s (the “REIT“) indirect acquisition (the “Acquisition“) of two properties respectively located at 520 Beards Lane and 1400 Commerce Way in Woodstock, Ontario from WIP LP and Woodstock LC Holding Corporation, together as vendors, for a purchase price of $30,000,000, as approved by unitholders of the REIT on August 3, 2017. Approximately $7,250,000 of the purchase price will be paid to Lotus Crux on closing of the Acquisition by the issuance of 3,222,222 Class B LP Units. Each Class B LP Unit is accompanied by one special voting unit of the REIT (“Special Voting Units“). The 3,222,222 Class B LP Units will represent approximately 5.28% of the issued and outstanding trust units of the REIT (“Units“) on closing of the Acquisition, assuming the exchange of all outstanding Class B LP Units of PRO REIT LP for Units on a one-for-one basis in accordance with, and subject to the terms and conditions of, the exchange agreement of the REIT dated March 11, 2013 (the “Exchange Agreement“).
Lotus Crux, the REIT and PRO REIT LP entered into a support agreement (the “Support Agreement“) dated September 30, 2014. WIP LP will be considered a Lotus Crux Related Party for purposes of the Support Agreement. As a result of the acquisition of shared control of the Class B LP Units described above pursuant to the Voting Agreement, such Class B LP Units will form part of Lotus Crux’s and its related parties’ retained interest for purposes of the Support Agreement. The Voting Agreement will contain obligations vis-Ã -vis the ownership of Units and Special Voting Units similar to those contained in the Support Agreement.
As of the date hereof, together with any joint actors, Lotus Crux holds an aggregate of 2,393,600 Units and 1,457,511 Class B LP Units which collectively represent approximately 6.67% of the issued and outstanding Units, assuming the exchange of all outstanding Class B LP Units of PRO REIT LP for Units on a one-for-one basis in accordance with, and subject to the terms and conditions of, the Exchange Agreement.
Immediately following the closing of the Acquisition, together with any joint actors, Lotus Crux will hold an aggregate of 2,393,600 Units and 4,679,733 Class B LP Units, which will collectively represent approximately 11.60% of the issued and outstanding Units on a partially diluted basis assuming the exchange of all outstanding Class B LP Units for Units on a one-for-one basis in accordance with, and subject to the terms and conditions of, the Exchange Agreement.
Lotus Crux and/or one or more of its related entities may, subject to the terms of the Support Agreement, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over Units of the REIT through market transactions, private agreements, property acquisition transactions, treasury issuances, grants pursuant to equity based compensation arrangements, convertible securities or otherwise.
The REIT is listed on the TSX Venture Exchange under the symbol “PVR.UN” with its head office located at 2000 Mansfield Street, Suite 920, Montreal, Quebec H3A 2Z6. Lotus Crux is a limited partnership organized in the province of Ontario and has its registered office at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9. Its principal business is real estate investment holdings.
This news release is being issued as required by National Instrument 62-104 â Take Over Bids and Issuer Bids and National Instrument 62-103 â The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. Further information (including a copy of the early warning report to be filed on SEDAR) can be obtained at www.sedar.com under the REIT’s company profile or by contacting Peter Aghar at 416-930-1756 or Shenoor Jadavji at 604-569-9982.
SOURCE Lotus Crux REIT LP
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