TORONTO, ONTARIO--(Marketwired - April 4, 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) intends to seek a primary listing for its Ordinary Shares on the Official List of the Irish Stock Exchange and admission to trade on the regulated market for listed securities of the Irish Stock Exchange ("Admission"). IRES REIT is seeking to raise gross proceeds of approximately EUR200 million pursuant to a placing of its Ordinary Shares in various jurisdictions (the "Flotation"). CAPREIT Limited Partnership (a wholly-owned subsidiary of CAPREIT) will, indirectly through an intermediary vehicle, subscribe for up to 10% of the offering as part of the Flotation, and any subsequent offerings, up to EUR40 million, in aggregate. It is expected that Admission will become effective and dealings in the Ordinary Shares will commence on the Irish Stock Exchange on or about April 16, 2014. The Company has, on 31 March 2014, elected to become an Irish Real Estate Investment Trust ("REIT").
IRES REIT commenced operations in September 2013 when it acquired a portfolio of multi-unit primarily residential rental properties in four locations in Dublin (the "Initial Properties"). Asset and property management functions will be provided to IRES REIT by CR Fund Management Limited, an indirect wholly-owned subsidiary of CAPREIT with offices in Dublin, Ireland, subject to its authorization by the Central Bank of Ireland as an Alternative Investment Fund Manager pursuant to the European Union (Alternative Investment Fund Managers) Regulations 2013 of Ireland. Investec Bank plc and TD Securities Inc. will act as joint bookrunners on this Flotation.
IRES REIT's objectives are to:
- manage its investments to provide stable, sustainable and growing cash flows through investments primarily in multi-unit residential properties in Ireland;
- build a portfolio of diverse properties across the affordable, mid-tier and luxury accommodation sectors in Ireland;
- capitalise on internal growth and accretive acquisition opportunities in the main target markets of the greater Dublin area and other major urban areas in Ireland;
- grow the overall value of the Company's assets and maximise the long-term value of the Ordinary Shares through active and efficient management of the Company's assets; and
- provide cash distributions per Ordinary Share.
"We are very pleased to be unlocking value for CAPREIT Unitholders with this IPO and maintaining an ongoing interest in the vibrant and growing Irish multi-unit rental residential sector," commented Tom Schwartz, CAPREIT's President and CEO. "IRES REIT will be our vehicle to grow our portfolio of properties in Ireland while receiving a stable and growing stream of fee revenue from our asset and management activities as manager of the new Irish REIT without increasing our investment."
"We are delighted to be launching IRES REIT, which we believe will be the first Irish REIT investing primarily in multi-unit residential properties. We intend to continue building a strong Irish team backed by CAPREIT's extensive infrastructure and to develop a professionally managed long term apartment sector in Ireland," added David Ehrlich, IRES REIT's Chief Executive Officer.
As one of Canada's largest residential landlords, CAPREIT is a growth-oriented investment trust owning interests in 41,552 residential units, comprising 35,372 residential suites and 29 manufactured home communities comprising 6,180 land lease sites located in and near major urban centres across Canada and in Dublin, Ireland. 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 at www.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.