Avingstone Acquisition Corporation

September 04, 2015 15:53 ET

Avingstone Acquisition Corporation Files Preliminary Prospectus for Initial Public Offering

TORONTO, ONTARIO--(Marketwired - Sept. 4, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES

All values are in Canadian dollars unless otherwise indicated.

Avingstone Investments Limited ("Avingstone") and Avingstone Acquisition Corporation (the "Corporation") announce that the Corporation has filed a preliminary prospectus with the securities regulatory authorities in each of the provinces and territories of Canada in respect of the Corporation's initial public offering (the "Offering") of $110,000,000 of Class A Restricted Voting Units.

The Corporation is a newly organized special purpose acquisition corporation uniquely focusing on hospitality and related real estate opportunities in the Americas and Europe. The Corporation will look for market-leading hospitality businesses and related real estate with strong growth potential, opportunities for operational improvement and in most cases an existing platform to pursue new market expansion. The Corporation plans to focus on acquiring businesses and assets with an enterprise value ranging from $250 million to $500+ million.

Avingstone, the Corporation's sponsor, is affiliated with the Avington Group, internationally recognized as a leading advisor, investor and asset manager in the global hospitality, leisure, real estate and branded consumer related industries.

The Corporation's founders, comprised of its board of directors, advisors, management and principals of the Avington Group, include:

  • David C. Mongeau, our Chairman and Chief Executive Officer, and the Chairman and founder of the Avington Group, and Chairman and Chief Executive Office of the Corporation.
  • David Berman, our Director, and the Executive Chairman and co-Founder of Tricon Capital Group Inc.
  • Jim Brown, our Director and President and Chief Operating Officer, and the Managing Director of Avingstone, and Director, President and Chief Operating Officer of the Corporation.
  • Chris Cahill, our Director, and the Director of Morguard Corporation and Chairman of Temple Hotels Inc.
  • Mark Tagliaferri, our Director, and the Head of GI Partners' European Real Estate and Private Equity and Director of Urban & Civic plc.
  • Michael Young, our Director, and the President of Quadrant Capital Partners, Inc., Lead Independent Trustee of SmartREIT, Director of Brookfield Residential Properties Inc. and Trustee and Chairman of the board of Milestone Apartments REIT.
  • Joe Lamastra, our Advisor, and the Chairman & Chief Executive Officer of Sandbridge Capital, President of T Capital Management, Director of The Raleigh Group, LLC, Director of Tommie Copper, Inc. and Principal and Director of Star Branding Investment Group.
  • Bernard Lambert, our Advisor, and the Non-Executive Director of iO Adria Limited.
  • Robert Riley, our Advisor, and the Founder and Chief Executive Officer of Robert Riley LLC and President & Chief Executive Officer of SKB Hotel Group.
  • Caroline Mongeau, Director of Avington Financial Limited, Director of Avingstone and the Chief Executive Officer of Mongeau Capital.
  • J. Pedro Petiz, Associate Director of Avington Financial Limited.

The Corporation's founders intend to purchase an aggregate of 440,000 Class B Units at an offering price of $10.00 per Class B Unit for an aggregate purchase price of $4,400,000. Closing of the founder investment will occur simultaneously with the closing of the Offering. Each Class B Unit consists of one Class B Share and one-half of a warrant (a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one Class A Restricted Voting Share of the Corporation for a purchase price of $11.50 during the period commencing on the closing date of a qualifying acquisition and ending five years thereafter.

Each Class A Restricted Voting Unit has an offering price of $10.00 and consists of one Class A Restricted Voting Share and one‐half of a Warrant. Upon certain events, the Class A Restricted Voting Shares forming part of the Class A Restricted Voting Units, will be redeemable by holders for a pro‐rata portion of the escrow account, net of taxes payable and other prescribed amounts, as further described in the preliminary prospectus. Following the qualifying acquisition, each unredeemed Class A Restricted Voting Share will be automatically converted into one Class B Share and each whole Warrant will entitle the holder thereof to purchase one Class B Share of the Corporation, subject to the terms and conditions described in the preliminary prospectus. The proceeds from the distribution of the Class A Restricted Voting Units will be deposited into an escrow account and will only be released upon the successful closing of a qualifying acquisition.

The Offering is being distributed by a syndicate of underwriters led by BMO Capital Markets, TD Securities Inc. and CIBC. Avington Financial Limited is acting as financial advisor to Avingstone in connection with the Offering.

Goodmans LLP is acting as Canadian legal counsel to Avingstone and the Corporation, Stikeman Elliott LLP is acting as Canadian legal counsel to the underwriters, and Dorsey & Whitney LLP is acting as United States legal counsel to Avingstone, the Corporation and the underwriters.

A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in each of the provinces and territories of Canada. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from any of the underwriters listed above. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

The preliminary prospectus has not yet become final for the purpose of a distribution of securities to the public. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the time a receipt for the final prospectus or other authorization is obtained from the securities commission or similar authority in such jurisdiction. This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. Copies of the preliminary prospectus will be available on SEDAR at www.sedar.com.

Completion of the Corporation's initial public offering is subject to the receipt of customary approvals, including regulatory approvals.

About Avingstone Acquisition Corporation

Avingstone Acquisition Corporation is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting a qualifying acquisition.

About Avingstone Investments Limited

Avingstone, the Corporation's sponsor, is affiliated with the Avington Group, internationally recognized as a leading advisor, investor and asset manager in the global hospitality, leisure, real estate and branded consumer related industries. Visit the Avington Group at www.avfin.co.uk.

Forward-Looking Statements

This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects Avingstone's and the Corporation's current expectations regarding future events. Forward‐looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Avingstone's or the Corporation's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking information. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and related transactions, and the factors discussed under "Risk Factors" in the preliminary prospectus of the Corporation dated September 4, 2015. Neither Avingstone nor the Corporation undertake any obligation to update such forward‐looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

Contact Information

  • Avingstone Acquisition Corporation
    David C. Mongeau
    Chief Executive Officer
    +44 (0)20 7016 8020