ISG Capital Corporation Announces $10 Million Private Placement Financing

- Proceeds to help fund first acquisition by Firm Capital Property Trust -

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TORONTO, Nov. 20, 2012 /CNW/ - November 20, 2012 - ISG Capital Corporation (TSXV:SUS) ("ISG" or the "Company") is pleased to announce that it, together with Firm Capital Property Trust (the "Trust"), has entered into an agreement with a syndicate of underwriters who have agreed to purchase, on a bought deal private placement basis, $10,000,000 of ISG common shares (the "Offered Shares") at a price per share equal to the "Unit Redemption Amount" under the previously announced plan of arrangement involving ISG, the Trust and ISG shareholders (the "Arrangement").

The Offered Shares will be issued immediately prior to completion of the Arrangement and then redeemed by ISG for units of the Trust ("Units") pursuant to the Arrangement.  The Unit Redemption Amount is currently anticipated to be approximately $0.175 per share, which would result in approximately 57,142,857 Offered Shares being issued pursuant to the private placement and an exchange ratio (calculated by dividing the Unit Redemption Amount by $5.00, being the issue price of the Units) of 0.035 Units for every ISG common share.  Accordingly, assuming a Unit Redemption Amount of $0.175, upon completion of the Arrangement the Offered Shares would be redeemed by ISG for 2,000,000 Units.

The private placement and the Arrangement are scheduled to close concurrently on or about November 28, 2012.  The underwriting syndicate is led by National Bank Financial Inc. and includes TD Securities Inc., Dundee Securities Ltd., Raymond James Ltd. and Desjardins Securities Inc. (collectively the "Underwriters").  In consideration of the Underwriters' agreement to purchase the Offered Shares, offer them for sale to qualified purchasers and provide related services, ISG will pay the Underwriters a fee equal to $550,000 - being 5.50% of gross proceeds.

Following the completion of the Arrangement, the net proceeds of the private placement will be available to the Trust to fund the recently announced acquisition of four retail properties from Calloway REIT and for general trust purposes.

The private placement is subject to certain conditions including, but not limited to, the completion of the Plan of Arrangement, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange as well as other standard closing conditions.

About ISG
ISG is a publicly-traded commercial real-estate company (www.isgcapital.ca).  The company is committed to creating shareholder value by incorporating environmentally and socially responsible approaches in its growth strategy. 

About FIRM CAPITAL PROPERTY TRUST
Firm Capital Property Trust ("FCPT") is focused on creating long-term value for its unitholders, capital preservation and disciplined investing to achieve stable distributable income. In partnership with management and industry leaders, FCPT focuses on co-owning a diversified property portfolio of multi-residential, flex-industrial, net lease convenience retail, and core service provider professional space. In addition to stand-alone accretive acquisitions, FCPT's primary focus is on acquisitions, on a co-ownership basis with strong financial co-owned partners and will specifically focus on joint acquisitions and the purchase of partial interests from existing co-ownership groups, in a manner that provides liquidity to those selling co-owners and professional management for those remaining as co-partners. Firm Capital Realty Partners Inc., through a structure solely focused on an alignment of financial interest with FCPT, is the asset and property manager, sourcing, syndicating and participating in investments.

Reader Advisory
This news release contains "forward-looking statements" within the meaning of applicable securities laws, including those relating to the completion of the private placement and the Arrangement.  The statements in this news release are made as of the date of this release. Although ISG believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, readers are cautioned not to place undue reliance on such statements due to the inherent uncertainty therein.

Neither the TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) has approved or disapproved the contents of this press release.

 

SOURCE: ISG Capital Corporation

David Ogden 
President and Chief Executive Officer
ISG Capital Corporation
[phone] or [phone]
www.isgcapital.ca 

Robert McKee
President and Chief Executive Officer
Firm Capital Property Trust
[phone]
[email protected]