PRO Real Estate Investment Trust
TSX VENTURE : PRV.UN

PRO Real Estate Investment Trust

June 09, 2015 08:49 ET

PROREIT Completes Previously Announced $17.5 Million Equity Offering

MONTREAL, QUÉBEC--(Marketwired - June 9, 2015) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR DISTRIBUTION THROUGH UNITED STATES NEWS OR WIRE SERVICES.

PRO Real Estate Investment Trust ("PROREIT" or the "REIT") (TSX VENTURE:PRV.UN) is pleased to announce that it has completed its previously announced offering, on a bought deal basis, for aggregate gross proceeds of approximately $17.5 million (the "Offering"). As part of a series of transactions, the net proceeds of the Offering are expected to be used to, among other things, finance a component of the previously announced accretive property acquisitions for an aggregate purchase price of approximately $40.5 million. Further details on each of these transactions are provided below. A total of 7,625,000 trust units of the REIT ("Trust Units") were issued at a price of $2.30 per unit. As previously announced, the REIT also intends to issue approximately $1.2 million of Class B limited partnership units ("Class B LP Units") of PRO REIT Limited Partnership, a subsidiary of the REIT, to certain property vendors, for an aggregate total of approximately $18.7 million of new equity.

Jim Beckerleg, CEO of the REIT commented: "We are pleased with the transactions detailed in this press release, and believe they represent a strong affirmation that PROREIT is achieving on its growth strategies. The acquisitions which are being financed in part with the proceeds of the Offering are important for the REIT. On closing, they will significantly increase our assets, cash flows, and gross leasable area, and further diversify our property and tenant profiles. These accretive transactions will benefit all unitholders."

Closing of the Offering

The Offering was completed by a syndicate of underwriters led by Canaccord Genuity Corp. ("Canaccord") and including National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc., BMO Nesbitt Burns Inc., Haywood Securities Inc. and Industrial Alliance Securities Inc. (collectively, with Canaccord, the "Underwriters").

A total of 7,625,000 Trust Units were issued under the Offering at a price of $2.30 per Trust Unit (the "Offering Price") for gross proceeds of approximately $17.5 million. The REIT has also granted the Underwriters an over-allotment option to purchase up to an additional 1,143,750 Trust Units on the same terms and conditions, exercisable at any time, in whole or in part, up to 30 days after the closing of the Offering.

The Trust Units were issued pursuant to a short form prospectus dated June 3, 2015 filed with securities authorities in all provinces and territories of Canada (the "Prospectus"). A copy of the Prospectus is available under the REIT's profile on SEDAR at www.sedar.com.

Property Acquisitions and Issuance of Equity to Certain Vendors

As previously disclosed on May 19, 2015, the Offering is part of a series of transactions leading to the acquisition by the REIT of seven income producing commercial properties from five separate and unrelated vendors (collectively, the "Acquisitions"). The aggregate purchase price (excluding closing costs) for the Acquisitions is anticipated to be approximately $40.5 million and the Acquisitions are subject to customary closing conditions.

Overview of the Acquisitions

Property Location Asset Class Year Built / Renovated GLA Occupancy Remaining Lease Term
209 Carrier Drive Etobicoke, ON Industrial 1986 196,877 100% 8.4
1870 Albion Road Etobicoke, ON Industrial 1986 101,277 100% 2.2
3528 Principale Street Tracadie-Sheila, NB Retail 1998-1999/2013 20,040 100% 12.2
3500 Principale Street Tracadie-Sheila, NB Retail 1998-1999/2009 29,365 100% 5.7
139 Douglastown Blvd Miramichi, NB Office 2012 28,950 100% 7.4
50 Plaza Blvd Moncton, NB Retail 2006 25,476 100% 6.8
325 Vanier Blvd Bathurst, NB Retail 1986/2015 14,750 87.8% 4.0
Total / Weighted Average 416,735 99.6% 7.0

Impact of the Acquisitions on PROREIT's Portfolio

Upon closing of the Acquisitions, the REIT's portfolio will be comprised of 29 commercial properties (the "Portfolio") totaling 1,431,296 square feet of gross leasable area ("GLA"), providing increased exposure to Atlantic Canada, one of the REIT's core target markets, and the REIT's first investment in Ontario.

The Portfolio will consist of four office properties representing 154,357 square feet of GLA, 16 retail properties representing 522,626 square feet of GLA, six industrial properties representing 529,781 square feet of GLA and three commercial mixed use properties representing 224,532 square feet of GLA. The Portfolio will be diversified by property type and geography across New Brunswick, Québec, Nova Scotia, Ontario and Alberta.

Vendors of certain of the properties that PROREIT intends to acquire have agreed to accept approximately $1.2 million of Class B LP Units as partial consideration for the sale of such properties. The Class B LP Units are economically equivalent to and exchangeable for Trust Units on a one-for-one basis, and will be accompanied by special voting units that provide their holder with equivalent voting rights to holders of Trust Units. The Class B LP Units will be issued upon the closing of the acquisition of the applicable properties at the Offering Price.

The TSXV has conditionally approved the issuance of the Class B LP Units to the property vendors and they will be issued on a private placement basis and subject to a customary hold period.

For more information on the Offering or the Acquisitions please refer to the Prospectus.

The securities offered have not and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. State securities laws and may not be offered or sold, directly or indirectly, within the United States or its territories or possessions or to or for the account of any U.S. person (as defined in Regulation S under the U.S. Securities Act) other than pursuant to an available exemption from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell or a solicitation of an offer to buy any such securities within the United States, or its territories or possessions, or to or for the account of any U.S. person.

About PRO REIT

PROREIT is an unincorporated open-ended real estate investment trust established pursuant to a declaration of trust under the laws of the Province of Ontario. PROREIT was established in March 2013 to own a portfolio of diversified commercial real estate properties in Canada, with a focus on primary and secondary markets in Québec, Atlantic Canada and Ontario with selective expansion into Western Canada.

Forward-Looking Statements

This news release may contain forward-looking statements within the meaning of applicable securities legislation. Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond PROREIT's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements.

Forward-looking statements contained in this press release include, without limitation, statements pertaining to the closing of the Acquisitions, the issuance of Class B LP Units and the execution of PROREIT's strategy. PROREIT's objectives and forward-looking statements are based on certain assumptions, including that (i) PROREIT will receive financing on favourable terms; (ii) the future level of indebtedness of PROREIT and its future growth potential will remain consistent with REIT's current expectations; (iii) there will be no changes to tax laws adversely affecting PROREIT's financing capacity or operations; (iv) the impact of the current economic climate and the current global financial conditions on PROREIT's operations, including its financing capacity and asset value, will remain consistent with PROREIT's current expectations; (v) the performance of PROREIT's investments in Canada will proceed on a basis consistent with PROREIT's current expectations; and (vi) capital markets will provide PROREIT with readily available access to equity and/or debt.

The forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement. All forward-looking statements in this press release are made as of the date of this press release. PROREIT does not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise, except as required by law.

Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors" in the Prospectus and in PROREIT's latest annual information form, which are available under the REIT's profile on SEDAR at www.sedar.com.

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

Contact Information

  • PRO Real Estate Investment Trust
    James W. Beckerleg
    President and Chief Executive Officer
    514-933-9552

    PRO Real Estate Investment Trust
    Gordon G. Lawlor, CA
    Chief Financial Officer
    514-933-9552