Nobel Real Estate Investment Trust announces filing of preliminary prospectus in connection with its initial public offering of trust units

MONTREAL, Dec. 21, 2012 /CNW/ - (TSXV: NEL.UN) Nobel Real Estate Investment Trust ("Nobel REIT") announced today that it has filed a preliminary prospectus with the securities regulatory authorities in the provinces of Quebec, Ontario, Alberta and British-Columbia with respect to a public offering of 22,400,000 trust units of Nobel REIT ("Units") at a price of $0.25 per Unit for gross proceeds to Nobel REIT of approximately $5,600,000 (the "Offering"). A copy of the preliminary prospectus is available on SEDAR at www.sedar.com.

The Offering is expected to close in late January or February 2013 and is subject to regulatory approval. As described in the preliminary prospectus, a large portion of the net proceeds of the Offering, after payment of the expenses of the Offering, will be used to acquire, through its subsidiary Nobel REIT Limited Partnership, two commercial real estate properties located at 1185-1195 Chemin du Tremblay, Longueuil, Québec and 1190 Place Nobel, Boucherville, Québec (the "Acquisition"). The remaining balance of the proceeds from the Offering will be used for the identification, evaluation and acquisition of additional properties.

Desjardins Capital Markets has been retained to act as lead agent of a syndicate of agents (the "Agents") to be formed, acting on a best effort basis, in connection with the Offering. A commission in an amount equal to 7% of the gross proceeds of the Offering will be payable by Nobel REIT and a number of broker warrants equal to 5% of the Units issued as part of the Offering will be issued to the Agents. Nobel REIT has also granted the Agents an over-allotment option exercisable at any time up to the date that is 30 days from the date of closing of the Offering to offer for sale up to an additional 3,360,000 Units at a price of $0.25 per Unit on the same terms and conditions as the Offering for additional gross proceeds to Nobel REIT of approximately $840,000.

The filing of a preliminary prospectus by Nobel REIT follows the mailing by Capital Nobel Inc., a capital pool company listed on the TSXV under the symbol NEL.P (the "Corporation"), of a management information circular (the "Circular") and notice of special meeting in respect of its previously announced reorganization under a plan of arrangement under the Canada Business Corporations Act (the "Arrangement") whereby it intends to convert into Nobel REIT, subject to all necessary approvals, including the approval of the TSXV and the shareholders of the Corporation (the "Shareholders"). The meeting of the Shareholders is scheduled to take place on January 11, 2013.

As previously announced, the Arrangement, the Offering and the Acquisition will constitute the Corporation's proposed qualifying transaction pursuant Policy 2.4 of the TSXV Corporate Finance Manual (the "Qualifying Transaction").

The completion of the proposed Qualifying Transaction is conditional upon, among other things, the completion of the Offering, shareholder approval by special resolution and on a majority of the minority basis, receipt of final order of the Superior Court of Québec and final TSXV acceptance of the proposed Qualifying Transaction.

Nobel Real Estate Investment Trust

Nobel REIT is a recently created unincorporated open-ended real estate investment trust established under, and governed by, the laws of the Province of Quebec. Following closing of the Qualifying Transaction, the objectives of Nobel REIT will be to: (i) provide unitholders with stable and growing cash distributions from investments focused on real estate properties in Canada, primarily in Quebec, on a tax-efficient basis; (ii) enhance the value of Nobel REIT's assets and maximize long-term Unit value; and (iii) expand the asset base of Nobel REIT and increase Nobel REIT's AFFO (adjusted funds from operations) per Unit through internal growth strategies and accretive acquisitions.

This press release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Nobel REIT or the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Examples of such statements include the intention to complete the Qualifying Transaction and the intention to reorganize the Corporation into a real estate investment trust. Accordingly, readers should not place undue reliance on forward looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect the Corporation.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and majority of the minority shareholder approval. The Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Circular dated December 18, 2012 in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Nobel Real Estate Investment Trust