Holland Global Capital Corporation

TSX VENTURE : HG.P


August 09, 2013 11:40 ET

Holland Global Capital Corporation Files Information Circular Regarding REIT Conversion

MISSISSAUGA, ONTARIO--(Marketwired - Aug. 9, 2013) -

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Holland Global Capital Corporation (TSX VENTURE:HG.P) (the "Corporation"), a capital pool company (as defined in Policy 2.4 (the "CPC Policy") of the TSX Venture Exchange (the "TSXV") Corporate Finance Manual), announced today that it has filed a management information circular (the "Information Circular") and notice of special meeting in respect of its previously announced reorganization under a plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement") whereby it intends to convert into a real estate investment trust named "Maplewood International Real Estate Investment Trust" (the "REIT"), subject to receipt of all necessary approvals, including the approval of the TSXV and the shareholders of the Corporation (the "Shareholders").

The Information Circular also describes the previously announced acquisition by the Corporation of an initial income producing industrial property in the Netherlands (the "Initial Property"). The acquisition of the Initial Property (the "Acquisition") and the Arrangement are proposed to constitute the Corporation's qualifying transaction, as defined in the CPC Policy (the "Proposed Transaction"). Completion of the Acquisition is conditional upon the completion of the Arrangement.

Pursuant to Arrangement, among other things: (i) the issued and outstanding common shares ("Shares") of the Corporation will be exchanged for units ("Units") of the REIT on an 8 for 1 basis (1 Unit for every 8 Shares) (the "Exchange Ratio") and (ii) the issued and outstanding options ("Options") to purchase Shares of the Corporation will be exchanged for options ("Maplewood Options") to purchase Units on terms and conditions identical to the terms and conditions of the Options, subject to adjustments to the exercise price of, and the number of Units underlying, the Maplewood Options based upon the Exchange Ratio. Upon completion of the Proposed Transaction, the REIT is expected to meet all of the minimum listing requirements for a Tier 2 Real Estate Issuer.

HREB Asset Management Inc. (the "Asset Manager"), an entity indirectly controlled by Richard Homburg, will be the asset manager of the REIT pursuant to an asset management agreement (the "Asset Management Agreement") to be entered into on the effective date of the Arrangement. Richard Homburg owns less than 5% of the shares of the Corporation (on a fully diluted basis) and neither Richard Homburg nor any principal of the Asset Manager serves in any management or governance capacity within the Corporation. The officers and directors of the Corporation, who collectively own more than 40% of the shares of the Corporation (on a fully diluted basis), are each independent of both Richard Homburg and the Asset Manager.

Information about the Meeting

The special meeting (the "Meeting") of the Shareholders to consider, and if deemed advisable, approve the Arrangement will be held at 9:00 a.m. (Toronto time) on September 6, 2013, at 40 King Street West, Suite 2100, Toronto, Ontario, M5H 3C2. Each person who is a holder of record of Shares at the close of business on August 6, 2013 is entitled to receive notice of, and to attend and vote at, the Meeting, and any adjournments or postponements thereof, and the Corporation's transfer agent, Equity Financial Trust Company ("Equity Financial"), will mail the Information Circular and related materials to Shareholders on or about August 15, 2013.

The Acquisition will constitute a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as Richard Homburg, who indirectly controls the vendor of the Initial Property, also indirectly controls the proposed Asset Manager. In accordance with MI 61-101, the Arrangement must be approved by the affirmative vote of a majority of minority Shareholders and the Corporation has retained a valuator to prepare an independent valuation of the Initial Property.

Registered Shareholders unable to attend the Meeting in person are requested to read the Information Circular and the form of proxy which accompanies the Information Circular and to complete, sign, date and deliver the form of proxy, together with the power of attorney or other authority, if any, under which it was signed (or a notarially certified copy thereof) to Equity Financial at 200 University Avenue, Toronto, Ontario, M5H 4H1, no later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the Meeting or any adjournments or postponements thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

Registered Shareholders have the right to dissent with respect to the Arrangement and be paid the fair value of their Shares in accordance with the provisions of section 185 of the Business Corporations Act (Ontario) and the interim order of the Ontario Superior Court of Justice (the "Court") with respect to the Arrangement, which was received at a Court hearing held on August 6, 2013, if the Arrangement becomes effective. This right to dissent is described in the Information Circular. Failure to strictly comply with the dissent procedures set out in the Information Circular may result in the loss or unavailability of any right of dissent.

Investors are cautioned that, except as disclosed in the Information Circular, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon. The Information Circular has been filed and is available for review at www.sedar.com.

Other than as noted below, there will be no changes to the insiders of the Corporation as a result of the Proposed Transaction. The officers of the Corporation are Kursat Kacira, Chief Executive Officer and Kimberly Tam, Chief Financial Officer, both of whom are Canadian residents. The directors of the Corporation are Kursat Kacira, Nick Kanji, Sean Nakamoto and Paul Simcox, all of whom are Canadian residents, with Paul Simcox serving as Chairman. The officers and the directors are all independent of the Asset Manager. The background of each officer and director of the Corporation is contained in the Information Circular.

Shareholders will be asked to elect two additional directors at the Meeting. These directors, along with Kursat Kacira, Nick Kanji, Sean Nakamoto and Paul Simcox, will be the trustees of the REIT upon completion of the Arrangement. The two new proposed directors, both of whom are independent of the Asset Manager, are as follows:

Rudy Stroink (Age 57)

Rudy Stroink, a Dutch citizen resident in Utrecht, the Netherlands, is an accomplished real estate professional who is active as an advisor to real estate companies, governments, and industry organizations across Europe. Mr. Stroink currently serves as Chairman of the Urban Land Institute in the Netherlands, Chairman of the commission advising the Amsterdam Region on the management of office and business districts, Chairman of the advisory committee of the Amsterdam Economic Board responsible for the financial support of new economic activities in the Amsterdam Region, and Chairman of the committee on innovations in real estate and construction for the Dutch Ministry of Infrastructure and Environment. Mr. Stroink, a trained architect, started his career in real estate in 1986 as a partner at the real estate development firm of OAS Investors in Irvine, California, where he developed retail centres and office projects in the greater Los Angeles area and in San Fransisco. In 1994, Mr. Stroink founded Trammell Crow Netherlands (renamed TCN in 2001) in Utrecht, the Netherlands, with Dallas, Texas based Crow Holdings as a 50% partner, and served as CEO until his retirement in 2010. Crow Holdings is the holding company for the family of Mr. Trammell Crow, who in 1948 had founded Trammell Crow Company, one of the leading real estate development and investment companies in the United States. In 2004, Mr. Stroink acquired Crow Holding's 50% interest in TCN. Under Mr. Stroink's leadership, TCN grew to become one of the leading real estate development and investment companies in Europe, with the development of over EUR1 billion of commercial real estate projects and the accumulation of an investment portfolio of over EUR500 million of commercial real estate properties. Mr. Stroink remains active in the Dutch community as highly sought-after lecturer, guest speaker, and writer. Mr. Stroink currently serves as a guest lecturer at three Dutch universities, specifically in the areas of sustainable real estate development and redevelopment of commercial real estate. Mr. Stroink writes columns in newspapers, real estate magazines, and for the Dutch Brokers' Association. Mr. Stroink is also active on the boards of various cultural organizations in the Netherlands, including the International Film Festival of Rotterdam. Mr. Stroink has a Master's Degree in Architecture and Urban design from the Polytechnic University of Delft, the Netherlands.

Paul Rivlin (Age 61)

Paul Rivlin, a British citizen resident in London, United Kingdom, is an accomplished real estate investment banker with over 25 years of professional experience in the European real estate industry. Mr. Rivlin is presently a Partner and Chairman of the Investment Committee of Palatium Investment Management Ltd., an asset management company regulated by the UK's Financial Conduct Authority. Mr. Rivlin is a non-practicing barrister (Middle Temple) and has been a Fellow of the Chartered Management Accountants. Between 2006 and 2008, Mr. Rivlin was a member of the Executive Committee of the European Public Real Estate Association. Mr. Rivlin has been personally involved in many high profile European real estate transactions during his career, including acting for Swiss Re on the sale of 30 St. Mary Axe (one of London's iconic office towers) for £600 million, advising Land Securities Group plc (the UK's largest real estate investment trust) and William Pears Group on the acquisition of a £2.5 billion portfolio from BT Group plc, and structuring the acquisition of a EUR600 million portfolio of Italian properties from ENEL SpA. Mr. Rivlin's involvement in real estate began at County Natwest in 1985 when, as a director, he led the team arranging the financing for the 3.3 million square foot Broadgate development. Mr. Rivlin was then appointed a director of the co-developer, Rosehaugh plc, and was subsequently asked to become finance director taking Broadgate Properties plc through a successful £1 billion restructuring. In 1995, Mr. Rivlin joined Deutsche Bank and co-founded the European real estate investment banking group, building a business valued at EUR75 million. In 2002, Mr. Rivlin was invited by the newly established Eurohypo to bring his investment banking team into the new organization and to head investment banking in Europe and lending in the UK. Mr. Rivlin established new businesses at Eurohypo in advisory, securitization, and asset management. By 2007, the London office of Eurohypo generated profits in excess of EUR100 million annually. After Commerzbank took control of Eurohypo, Mr. Rivlin and his business partner bought out the asset management business and renamed it Palatium Investment Management Ltd., with approximately EUR600 million of assets under management.

Holland Global Capital Corporation

The principal business of the Corporation is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction. The Corporation has not commenced commercial operations and has no assets other than cash.

This press release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Examples of such statements include the intention to complete the Proposed Transaction and the intention to reorganize the Corporation into a real estate investment trust. Accordingly, readers should not place undue reliance on forward looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect the Corporation. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Proposed Transaction, any information released or received with respect to such transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

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