TORONTO, ONTARIO--(Marketwired - April 15, 2014) -
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
Canadian Apartment Properties Real Estate Investment Trust ("CAPREIT") (TSX:CAR.UN) announced today that its indirect, wholly-owned subsidiary in Ireland, Irish Residential Properties REIT plc ("IRES REIT", formerly CAPREIT Ireland Limited) has published its prospectus dated April 15, 2014 related to the admission of its Ordinary Shares to the primary listing segment of the Official List of the Irish Stock Exchange and to trading on the regulated market for listed securities of the Irish Stock Exchange ("Admission"). Admission is scheduled to take place on 16 April 2014.
Subject to Admission, the offering will raise gross proceeds of EUR200 million by issuing 200 million shares at a price of EUR1.0 per share. CAPREIT accelerated and slightly increased its total aggregate investment in IRES which will be valued at EUR42.0 million on Admission. CAPREIT has agreed to invest EUR40 million by subscribing for 40 million shares at a price of EUR1.0 per share. CAPREIT already owns 2 million shares comprising 400,000 shares which it acquired for EUR40,000 when the company was founded and 1.6 million shares which it received as compensation for the increase in net asset value following a revaluation of its Irish property portfolio since acquisition in September 2013. The investment will continue to be fully funded through CAPREIT's existing Euro-based loan.
Asset and property management functions will be provided to IRES REIT by CR Fund Management Limited, a wholly-owned subsidiary of CAPREIT with an office in Dublin, Ireland, once it is approved as an Alternative Investment Fund Manager by the Central Bank of Ireland pursuant to the European Union (Alternative Investment Fund Managers) Regulations in Ireland.
As one of Canada's largest residential landlords, CAPREIT is a growth-oriented investment trust owning interests in 41,214 residential units, comprising 35,034 residential suites and 29 manufactured home communities comprising 6,180 land lease sites located in and near major urban centres across Canada. For more information about CAPREIT, its business and its investment highlights, please refer to our website at www.capreit.net and our public disclosure, which can be found under our profile at www.sedar.com.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
All statements in this press release that do not relate to historical facts constitute forward-looking statements. These statements represent CAPREIT's intentions, plans, expectations and beliefs and are subject to certain risks and uncertainties that could result in actual results differing materially from these forward-looking statements. These risks and uncertainties are more fully described in regulatory filings that can be obtained on SEDAR atwww.sedar.com. The proposed transaction described in this
press release is subject to numerous closing conditions, including regulatory approvals and obtaining third party deliverables, which are beyond CAPREIT's control. There are no assurances that such conditions will be satisfied or that the proposed Admission and related transactions will be completed on currently proposed terms or at all.
CAUTIONARY STATEMENTS FOR NON-CANADIAN AND CANADIAN RESIDENTS
In any EEA Member State, other than Ireland and the United Kingdom, that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any Member State, the "Prospectus Directive"), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
This document is for distribution only to (A) in the United Kingdom, persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000, as amended, (B) in Ireland, "qualified investors" (within the meaning of the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland) who are "professional clients" as defined in Schedule 2 of the European Communities Markets in Financial Instruments Regulations 2007 (as amended) and (C) in any other jurisdiction, persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as "relevant persons"). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
THIS DOCUMENT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT PURCHASE ANY SHARES REFERRED TO IN THIS DOCUMENT EXCEPT SOLELY ON THE BASIS OF THE INFORMATION IN THE PROSPECTUS IN ITS FINAL FORM AND ANY SUPPLEMENTARY PROSPECTUS. THE PROSPECTUS, FOLLOWING PUBLICATION (IF APPROVED FOR ADMISSION), WILL BE AVAILABLE ON IRES REIT'S WEBSITE AND, ON REQUEST, FROM IRES REIT'S REGISTERED OFFICE.
This document is not an offer of securities for sale in the United States. The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. IRES REIT does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. This document is not for distribution in the United States.
This document is not an offer of securities for sale in Canada. The securities referred to herein may not be offered or sold in Canada absent an exemption from the prospectus requirements of applicable Canadian securities laws. IRES REIT does not intend to conduct a public offering of the securities in Canada.