Woodfine Professional Centres Limited Partnership

February 04, 2015 18:43 ET

Woodfine Professional Centres Limited Partnership Announces Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 4, 2015) -

NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES.

WOODFINE PROFESSIONAL CENTRES LIMITED PARTNERSHIP ("Partnership") announces that it plans to raise maximum gross proceeds of $7,000,000 from the sale of limited partnership units at $100 per unit ("Units") by way of private placement ("Offering") to accredited investors in all jurisdictions in Canada (except for the province of Québec).

The minimum subscription is $250,000 per Investor, and the minimum amount required for a first closing is $1,000,000. The Offering is expected to be completed in one or more closings, with the last to occur by March 31, 2015.

The proceeds of the Offering will be used for the procurement of one or more building sites for WOODFINE PROFESSIONAL CENTRES which are approved as Qualified Investments by the board of directors of the Partnership's General Partner. The Partnership has submitted conditional offers to purchase on four potential sites in Alberta located adjacent to Power Centres in Okotoks, Airdrie, St. Albert and Grande Prairie. Funds may also be used to retain consultants, and may be set aside as reserves for future use.

A first closing of the sale of Units occurred on December 31, 2014, when $1 million was subscribed for the purchase of 10,000 Units at $100.00 per Unit by Woodfine Properties Inc., a company owned by a founder of the Partnership, Peter M. Woodfine. 1,111 Units were issued at the same time for nominal consideration to Benetti Holdings Inc., a wholly owned subsidiary of the Promoter, Woodfine Capital Projects Inc.

The Partnership plans to continue raising funds through the issue of Units in subsequent offerings until a maximum of $50 million has been subscribed by Investors.

A cash commission of 6% is payable to licensed agents who make sales of Units, and a referral fee of the same amount is payable, where permissible, to other persons who introduce purchasers of Units to the Partnership (except that no referral fee is payable to Peter M. Woodfine, his family members and their associates).

The Partnership is a reporting issuer under securities legislation in Canada. None of the securities offered pursuant to the Offering, or issued by the Partnership, are listed on a stock exchange.

ABOUT WOODFINE PROFESSIONAL CENTRES LIMITED PARTNERSHIP

The Partnership has been established to provide long-term investors with a means of achieving potential income, potential capital appreciation and potential long term liquidity through professionally managed investment in commercial real estate. Investors in Units have an equity participation in all stages of the procurement, development and management of commercial real estate, from the purchase of land to management of completed buildings, the WOODFINE PROFESSIONAL CENTRES.

Each WOODFINE PROFESSIONAL CENTRE will be a 3 to 5 storey building newly constructed by the Partnership on a Qualified Investment owned by the Partnership, providing between 50,000 and 90,000 square feet of leasable area designed to meet the space requirements of professional service providers in such fields as health care, accounting, law, engineering, and other specialties. A WOODFINE PROFESSIONAL CENTRE will be certified to LEED Core and Shell standards, with a minimum of 3 designated, full size, surface parking stalls per 1,000 square feet of leasable area.

A Qualified Investment must be located within a one kilometer radius of an existing Power Centre in one of Canada's secondary real estate markets, and include space for the parking stalls mentioned above. A Power Centre is a large aggregation of retail stores in Canada surrounded and anchored by one or more freestanding large box-store commercial retail tenants of good reputation, at least one of which has at that location a premises in excess of 60,000 square feet.

The Partnership does not charge fees calculated by reference to an increase in the value of the Partnership's properties (NAV fees).

Forward Looking Statements

This press release contains forward looking statements, including the time of closing the Offering, the Partnership's plans to raise additional capital, and its plans concerning the WOODFINE PROFESSIONAL CENTRES and their locations. The forward looking statements are based on certain expectations and assumptions made by the Partnership. Although the Partnership believes that those expectations and assumptions are reasonable, undue reliance should not be placed on them because the Partnership can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve risks and uncertainties. Actual results can differ materially from those anticipated due to a number of factors and risks. The forward looking statements made in this press release are made as of the date hereof, and the Partnership disclaims any intention or obligation to revise any forward looking statements, whether as a result of new information, future events or otherwise, except as required pursuant to applicable securities legislation.

United States and other securities laws

The Units have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy. There will be no sale of Units in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws and regulations.

Contact Information

  • Woodfine Professional Centres Inc.
    Peter M. Woodfine
    +1 (604) 375-1196
    info@woodfine.com