TORONTO, ONTARIO--(Marketwired - May 22, 2014) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Regal Lifestyle Communities Inc. ("Regal" or the "Company") (TSX:RLC) announced today that it has waived all conditions in relation to its previously announced agreement to acquire a portfolio of seven multi-unit retirement communities located in the Province of Québec (the "Acquisition Portfolio") from ELAD Genesis Limited Partnership (the "Vendor") for a purchase price of approximately $160 million, subject to closing adjustments (the "Purchase Price"). The acquisition is scheduled to close on or about June 6, 2014.
Regal intends to satisfy the Purchase Price in part from the net proceeds of its previously announced public offering, on a bought deal basis, subject to regulatory approval, of 3,530,000 common shares (the "Common Shares") at a price of $7.65 per Common Share, representing gross proceeds of approximately $27 million (the "Offering"). The Offering is being underwritten by a syndicate of underwriters, led by CIBC. The Company has also granted the Underwriters an over-allotment option to purchase up to an additional 529,500 Common Shares on the same terms and conditions, exercisable in whole or in part at any time, up to 30 days after the closing of the Offering.
Based on a condition waiver date of May 21, 2014, the remainder of the Purchase Price will be satisfied by the Company through the issuance to the Vendor, on a private placement basis, of 3,425,272 Common Shares at a price of $7.36 per Common Share, cash on hand and the assumption by the Company of approximately $104.8 million in mortgages secured against the Acquisition Portfolio.
The Offering is not conditional upon the acquisition of the Acquisition Portfolio. In the event that the Offering is completed but the acquisition of the Acquisition Portfolio is not completed, the net proceeds of the Offering will be used by the Company to fund future acquisitions and for general corporate purposes. There can be no assurance that all conditions to closing of the acquisition will be satisfied or waived.
The Company will, on or before May 22, 2014, file with the securities commissions and other similar regulatory authorities in each of the provinces and territories of Canada, a preliminary short form prospectus relating to the Offering. The Offering is scheduled to close on or about June 5, 2014, and is subject to regulatory approval, including the approval of the Toronto Stock Exchange.
The Common Shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the United States Securities Act of 1933, as amended), except pursuant to an exemption from the registration requirements of the 1933 Act. This press release does not constitute an offer to sell or a solicitation of an offer to buy the Common Shares in the United States or to, or for the account or benefit of, U.S. Persons.
About Regal Lifestyle Communities Inc.
Regal Lifestyle Communities Inc. is a corporation incorporated under the laws of the Province of Ontario which currently owns a portfolio of 16 income-producing retirement communities offering a continuum of care, from independent serviced living to a full range of assisted living programs. The 16 retirement communities comprise over 2,100 suites, primarily located in the Province of Ontario and including a property located in each of the Provinces of British Columbia, Saskatchewan and Newfoundland and Labrador.
Certain information in this press release may constitute forward-looking statements that involve a number of risks and uncertainties, including statements with respect to the Company and its operations, strategy, financial performance and financial condition, as well as with respect to the closing of the acquisition of the Acquisition Portfolio and the Offering. Forward-looking statements use the words "believe", "expect", "anticipate", "may", "should", "intend", "estimate" and other similar terms, which do not relate to historical matters. Such forward-looking statements involve known and unknown risks and uncertainties and other factors that may cause the actual results to differ materially from those indicated. Such factors include, but are not limited to, general economic conditions and the failure to satisfy or waive any other condition to the acquisition of the Acquisition Portfolio, the failure of the Company to satisfy the conditions of the Offering or otherwise close the Offering. Also see the risk factors identified in the public filings of the Company available on www.sedar.com. The Company believes that the expectations reflected in its forward-looking statements are based on reasonable assumptions; however, the Company can give no assurance that actual results will be consistent with these forward-looking statements. Except as required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on the forward-looking statements.