TransGlobe Apartment REIT Seeks Relief from Continuous Disclosure Requirements

TORONTO, March 28, 2013 /CNW/ - TransGlobe Apartment Real Estate Investment Trust (TSX: TGA.DB) (the "REIT") announced today that it has filed an application with the Ontario Securities Commission for relief from the requirements of National Instrument 51-102 - Continuous Disclosure Obligations. If granted, the relief will apply in all provinces and territories in Canada, but will require the alternative disclosure described below.

On June 29, 2012 the REIT completed a privatization transaction pursuant to an acquisition agreement with Starlight Investments Ltd. and PD Kanco LP (the "Privatization"). Upon completion of the Privatization, the only outstanding trust unit of the REIT was privately held and the trust units of the REIT were subsequently delisted from the Toronto Stock Exchange (the "TSX").

On June 29, 2012, the REIT also defeased its outstanding 5.40% Extendible Convertible Unsecured Subordinated Debentures due September 30, 2018 (the "Debentures").  The Debentures were issued pursuant to a trust indenture (the "Indenture") made as of July 29, 2011 between the REIT and BNY Trust Company of Canada (the "Debenture Trustee"). As a result of this defeasance, the Debentures are no longer convertible into trust units of the REIT, and the sole entitlement of the Debenture holders under the Indenture is, and will be, to continue to receive interest, payable semi-annually in arrears, at a rate of 5.40% per annum until, and to receive the repayment of principal upon, the maturity of the Debentures. As of March 28, 2013, the Debentures remain listed for trading on the TSX under the symbol TGA.DB. 

If the relief is granted, the REIT will be exempt from its continuous disclosure filing obligations, but will be required to provide annual alternative disclosure that will (i) state the number of Debentures that remain outstanding and (ii) contain a report by the Debenture Trustee setting out the type, maturity date, face amount and coupon rate for each security held by the Debenture Trustee.

SOURCE: TransGlobe Apartment Real Estate Investment Trust

Daniel Drimmer
President, Starlight Investments Ltd.
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