MONTREAL, April 23, 2015 /CNW Telbec/ – (TSXV: NEL.UN) Nobel Real Estate Investment Trust (the “REIT” or “Nobel REIT”) is pleased to announce its intention to proceed with a brokered private placement of approximately 15,000,000 units (the “Units”) of the REIT, with each Unit consisting of one trust unit (the “Trust Units”) and one-tenth of a warrant; each warrant will be exercisable for a period of five years from issuance at an exercise price of $1.00 per Trust Unit. The Units will be offered at a purchase price of $0.80 each (the “Purchase Price”), for gross proceeds of approximately $12,000,000 (the “Offering”). In connection with the Offering, the REIT has appointed Dundee Securities Ltd. as lead agent and sole bookrunner (the “Lead Agent”).
The REIT has also granted the Lead Agent an option to offer for sale up to an additional 15% of the Units, at the Purchase Price, exercisable in whole or in part at any time for a period of up to 48 hours prior to the closing date of the Offering.
The REIT anticipates that the closing of the Offering will take place on or about May 28, 2015.
The net proceeds of the Offering will be used for acquiring investment properties, located in the greater Montreal area, for a total value of approximately $30,000,000 and for general working capital purposes. Details on the acquisitions will be released upon completion of the REIT’s due diligence.
Jean Teasdale, President and Chief Executive Officer of Nobel REIT commented: “This round of acquisitions, added to the existing portfolio, will lead us to the door step of a $100,000,000 portfolio of prime real estate. Without compromise, combined with a sustainable distribution policy, we are carefully following our growth plan”.
The Offering
It is expected that this Offering will be backstopped by RFA Capital Partners Inc. (“RFA”), entities affiliated to RFA or other subscribers introduced by RFA. RFA Nobel Limited Partnership (“RFA Nobel”), an existing “Control Person” of the REIT under the policies of the TSX Venture Exchange (“TSXV”), will participate to the Offering at a yet undetermined amount, with the balance of the subscriptions to come from non-insiders.
RFA’s participation in the Offering is considered a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“61-101”). The REIT is relying on Section 5.5(a) for an exemption from the formal valuation requirement and Section 5.7(1)(a) for an exemption from the minority approval requirement under 61-101, as neither the fair market value of the Trust Units to be issued to RFA or its affiliates nor the amount of the investment of such parties will exceed 25% of the REIT’s market capitalization.
It is anticipated that a cash commission equal to 6% of the gross proceeds raised under the Offering will be paid to the Lead Agent, in connection with the Offering, except for the gross proceeds raised by entities or subscribers introduced by or affiliated to RFA, for which it is anticipated that a fee equal to 2% of such gross proceeds raised will be paid to Realty Financial Advisors Inc., an exempt market dealer, in connection with the Offering. In addition the REIT will pay a financial advisory fee of $125,000 to the Lead Agent.
All Trust Units which may be issued under the Offering will be subject to a four-month hold period from the closing date of the Offering, pursuant to securities legislation and the policies of the TSXV. 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 US persons, absent such registration or an exemption from registration.
The Offering remains subject to the approval of the TSX Venture Exchange (“TSXV”) and the satisfaction of other customary closing 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 eight properties located in Québec, comprising 395,970 square feet of gross leasable area.
Disclaimer â Safe Harbour ForwardâLooking 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.
Additional information may be obtained by contacting:
Louis Lemire, CPA, CA
Chief Financial Officer
Nobel Real Estate Investment Trust
1185, Chemin du Tremblay, Suite 230
Longueuil, QC, J4N 1R4
Tel: 450-655-4338
SOURCE Nobel Real Estate Investment Trust
