C.A. Bancorp Canadian Realty Finance Corporation

March 29, 2011 17:03 ET

C.A. Bancorp Canadian Realty Finance Corporation Announces Mailing of Information Circular

TORONTO, ONTARIO--(Marketwire - March 29, 2011) - C.A. Bancorp Canadian Realty Finance Corporation ("CRFC" or the "Corporation") (TSX:RF.PR.A)(TSX:RF.A) is pleased to announce that it has mailed a management information circular dated March 25, 2011 (the "Information Circular") to its shareholders in respect of a special meeting of the Corporation (the "Meeting") which is to be held at 2:00 p.m. (Toronto time) on April 25, 2011 at the offices of the Corporation.

At the Meeting, holders of Preferred Shares and Class A Shares of CRFC (the "CRFC Shareholders") will be asked to consider a special resolution approving the following proposed transaction (the "Proposed Transaction"):

  (a) the acquisition of all of the issued and outstanding shares of C.A. Bancorp Ltd. (the "Manager") by Green Tree Capital Management Corp. ("Green Tree");
  (b) an amendment to the commitment agreement dated January 31, 2008 between C.A. Bancorp Inc. (the "Parent") and the Corporation (the "Commitment Agreement") to permit the Commitment Agreement's assignment from the Parent to Green Tree and the release of the Parent from any further obligations under the Commitment Agreement; and
  (c) an amendment to the management agreement between the Manager and the Corporation to provide that the Manager is not entitled to payment of a termination fee where the management agreement is terminated by the Corporation in the context of a material breach or default.

The Board of Directors is of the view that the Proposed Transaction is in the best interests of the Corporation and recommends that the CRFC Shareholders vote FOR the special resolution to approve the Proposed Transaction.

To be effective, the special resolution must be approved by not less than 66-â…”% of the votes cast by the Preferred Shareholders and the Class A Shareholders, voting separately as a class, by proxy or at the Meeting.

If the required CRFC Shareholder approval is obtained and all other conditions to completion of the Proposed Transaction are satisfied or waived, it is expected that the Proposed Transaction will be completed in early May 2011.

The Information Circular contains detailed information about the Proposed Transaction which CRFC Shareholders are encouraged to read.  A copy of the Information Circular is available under the corporate profile of CRFC on the System for Electronic Document Analysis and Retrieval at www.sedar.com and on CRFC's website at www.cabancorp.com.

CRFC Shareholders who have questions about the information contained in the Information Circular or the Proposed Transaction or who require assistance in completing the applicable form of proxy, are encouraged to contact Kingsdale Shareholder Services Inc. by telephone at 1-866-581-1513 toll free in North America or 416 – 867-2272 outside of North America or by email at contactus@kingsdaleshareholder.com.

The Corporation

The Corporation is a mutual fund corporation incorporated under the laws of the Province of Ontario. It was created to obtain exposure to the investment performance of an actively managed portfolio of mortgages and secured loans in the Canadian commercial real estate sector on a tax-efficient basis.

C.A. Bancorp Inc.

C.A Bancorp Inc. (TSX:BKP) owns approximately 32% of the Class A Shares of the Corporation and manages the Corporation through its wholly-owned subsidiary C.A. Bancorp Ltd.    

This release includes certain forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans" or "continue" or the negative thereof or variations thereon or similar terminology. Although the Corporation and the Manager believe that the expectations reflected in such forward-looking statements are reasonable, they can give no assurance that such expectations will prove to be correct. These forward- looking statements are subject to a number of risks and uncertainties including the ability of the Corporation to obtain regulatory and shareholder approvals and the satisfaction of other conditions to the Proposed Transaction and the timing of such approvals and waiver of conditions. Actual results could differ materially from those anticipated in these forward-looking statements. Reference should be made to the risk factors published in the Corporation's most recent annual information form and management report on fund performance, both of which are available at www.sedar.com.

C.A. Bancorp Canadian Realty Finance Corporation
401 Bay Street
Suite 1600 Toronto, Ontario M5H 2Y4
Telephone: (416) 214-5985
Fax: (416) 861-8166

Contact Information