GT CANADA MEDICAL PROPERTIES REIT ANNOUNCES EQUITY OFFERING
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S./
TSX-V: MOB
TORONTO, Oct. 22 /CNW/ - GT Canada Medical Properties Real Estate Investment Trust (the "REIT") announced that it has filed a preliminary prospectus in Canada in connection with a marketed public offering (the "Offering") of trust units of the REIT (the "Units") for minimum aggregate gross proceeds of $25,000,000. The Offering is being led by Raymond James Ltd. (the "Agent").
In connection with the Offering, the REIT has agreed to grant the Agent an over-allotment option to purchase that number of additional Units equal to up to 15% of the Units sold pursuant to the Offering, exercisable at any time, in whole or in part, up to 30 days from the closing of the Offering. In consideration for its services in connection with the Offering, the REIT has agreed to pay the Agent a fee equal to 6% of the aggregate gross proceeds of the Offering and from the additional sale of Units upon exercise of the over-allotment option, if any.
The Offering will be priced in the context of the market with the final terms of the Offering to be determined at the time of pricing. The REIT will indirectly use (i) approximately $22,500,000 of the net proceeds of the Offering to fund the cash portion of the purchase price payable in connection with its previously announced proposed acquisition of a portfolio of five medical office buildings, including one substantially pre-leased property currently under construction (the "Acquisition"), and (ii) any remaining proceeds for working capital purposes. The proceeds received by the REIT on the exercise of the over-allotment option, if exercised, will be used by the REIT to fund growth opportunities and/or for working capital purposes.
The REIT is an unincorporated, open-ended real estate investment trust formed for the purpose of conducting the business presently conducted by GT Canada Medical Properties Inc. ("GT Canada") following its proposed conversion (the "Conversion") into a real estate investment trust. GT Canada intends to present the Conversion and Acquisition to its shareholders for approval at a special meeting scheduled for November 16, 2010, in Toronto, Ontario.
The Units will be offered for sale publicly in all provinces of Canada (other than Québec) and on a private placement basis in the United States pursuant to exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the "1933 Act") and such other jurisdictions as may be agreed to by the REIT and the Agent.
Closing of the Offering is conditional upon (a) the REIT applying for, and satisfying, the listing requirements of the TSX Venture Exchange (the "TSXV") for the listing of the Units on the TSXV, (b) the completion of the Conversion, and (c) the concurrent completion of the Acquisition.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or any other jurisdiction outside of Canada, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Units offered have not been, and will not be, registered under the 1933 Act, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration
Reader Advisory
This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the proposed transaction, including statements regarding the terms and conditions of the proposed transaction. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Offering, Conversion and Acquisition, that the ultimate terms of the Offering, Conversion and Acquisition will differ from those that currently are contemplated, and that the Offering, Conversion and Acquisition will not be successfully completed for any reason (including the failure to obtain the required financing, TSXV acceptance, court approval or shareholder approval). There can be no assurance that the Offering, Conversion and Acquisition will be completed as proposed or at all. The factors identified above are not intended to represent a complete list of the factors that could affect the REIT. For a complete discussion of such risk factors, see the information circular to be mailed to shareholders of GT Canada in connection with the Conversion and Acquisition, a copy of which will be made available at www.sedar.com.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this press release.
%SEDAR: 00026987E
For further information:
Andrew Shapack, Chief Executive Officer
GT Canada Medical Properties REIT
(416) 572-2170
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