GT Canada Medical Properties REIT (TSX-V: MOB.UN) Announces Rights Offering
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, March 12, 2012 /PRNewswire/ - GT Canada Medical Properties Real Estate Investment Trust ("GT Canada" or the "REIT") is pleased to announce that it will be offering rights to holders of its units of record at the close of business on March 30, 2012 (the "Record Date") pursuant to a rights offering to raise up to $4,462,244 (the "Offering"). The rights will expire on April 24, 2012 (the "Expiry Date") and the offering will be made in all provinces and territories of Canada except Quebec. The REIT's executive officers and certain members of its Board of Trustees intend to subscribe for units under the Offering with an aggregate value of approximately $620,000.
"This Offering will provide our unitholders with an opportunity to participate in our future growth by acquiring units at a discount to the current market price", noted Andrew Shapack, the REIT's CEO. "Proceeds of the Offering will be used to refresh our acquisition credit facilities providing funding for additional acquisitions."
GT Canada recently acquired medical office buildings in Midland and Orillia, Ontario and a portfolio of three medical office buildings located in Lindsay, St. Thomas and Hamilton, Ontario.
The Rights Offering
Unitholders of record on the Record Date will receive one right for each unit held. Four (4) rights will entitle the holder to purchase one unit at a price of $1.15 per unit. This represents a discount of 18% from the average closing price for the last twenty (20) trading days. Exercise of the rights and purchase of the units must be completed by 4:00 p.m. (Toronto time) on the Expiry Date. Unitholders who fully exercise their rights are entitled to subscribe pro rata for additional units, if available, that were not subscribed for initially on or before the Expiry Date.
The units of the REIT are expected to commence trading on the TSX Venture Exchange (the "TSXV") on an ex-rights basis at the opening of business on March 28, meaning that units purchased on, or following that date will not be entitled to receive the rights under the Offering. The TSXV has conditionally approved the posting of the rights for trading under the symbol "MOB.RT" and, subject to requisite filings, the rights will begin trading separately on March 28, 2012. Trading of the rights is expected to continue until 12:00 noon (Toronto time) on the Expiry Date.
A rights offering circular providing full details of the Offering and subscription instructions is available at www.sedar.com immediately and is expected to be mailed to eligible unitholders on or about April 3, 2012. The Ontario Securities Commission, the Alberta Securities Commission, the British Columbia Securities Commission and the Manitoba Securities Commission have issued notices of acceptance in respect of the circular and the REIT expects to receive acceptance from the remaining securities regulators shortly, though there can be no assurances that such regulators will accept the ciruclar in this time frame or at all.
Unitholders who hold their units in an account with an intermediary such as a stock broker or other financial institution will receive materials and instructions regarding the Offering directly from their financial institution. These unitholders are urged to contact their financial institution directly if they wish to participate in the Offering.
Registered unitholders wishing to exercise their rights must forward the completed rights certificates, along with the applicable funds to Computershare Investor Services Inc. by the Expiry Date - all as detailed in the rights offering circular.
GT Canada has retained Raymond James Ltd. as Dealer Manager to form a soliciting dealer group in which members of the Investment Industry Regulatory Organization of Canada, the Toronto Stock Exchange and the TSXV will be invited to solicit subscriptions for the units.
No U.S. Registration
The securities offered will not be or have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Person (as defined in Regulation S of the Securities Act) or person in the United States, unless an exemption from such registration requirements is available. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States.
GT Canada Medical Properties REIT
As Canada's only publicly traded issuer focused exclusively on medical office buildings, GT Canada Medical Properties Real Estate Investment Trust is an unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario. The REIT's objectives are to: (i) provide its unitholders with stable and growing cash distributions from investments focused on medical office buildings, on a tax efficient basis; (ii) enhance the value of the REIT's assets and maximize long-term unit value; and (iii) expand the asset base of the REIT.
This news release contains "forward-looking statements" within the meaning of applicable securities laws, including those relating to the REIT's objectives, future growth of the REIT, the use of proceeds of the Offering and regulatory approvals. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations.. The statements in this news release are made as of the date of this release. Although the REIT 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. A discussion of the risk factors applicable to the REIT is contained under the heading "Risk Factors" in the REIT's rights offering ciruclar dated March 9, 2012, a copy of which may be obtained on the SEDAR website at www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release.
SOURCE GT Canada Medical Properties Real Estate Investment Trust