Nobel Real Estate Investment Trust completes syndication of its initial public offering

MONTREAL, Jan. 14, 2013 /CNW/ - (TSXV: NEL.UN) Nobel Real Estate Investment Trust ("Nobel REIT") is pleased to announce that it has filed an amended and restated preliminary prospectus with the securities regulatory authorities in the provinces of Québec, Ontario, Alberta and British-Columbia in connection with the syndication of its previously announced proposed 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").

The syndicate of agents is being led by Desjardins Capital Markets and will include National Bank Financial Inc. and Scotia Capital Inc. (collectively the "Agents"). A copy of the amended and restated preliminary prospectus will be available on SEDAR at www.sedar.com.The Offering is expected to close on or about February 7, 2013 and is subject to regulatory approval. As described in the preliminary prospectus, a large portion of the net proceeds of the Offering will be used by Nobel REIT to acquire two commercial real estate properties located at 1185-1195 Chemin du Tremblay, Longueuil, Québec and 1190 Place Nobel, Boucherville, Québec (the "Acquisition").

In connection with the Offering, Nobel REIT will pay the Agents a cash commission in an amount equal to 7% of the gross proceeds of the Offering and a number of broker warrants equal to 5% of the Units sold pursuant to the Offering will be issued to the Agents. Nobel REIT has also granted the Agents an over-allotment option to purchase up to an additional 3,360,000 Units on the same terms and conditions, exercisable at any time, in whole or in part, up to the date that is 30 days from the date of closing of the Offering.

As previously announced, a special meeting of the shareholders of Capital Nobel Inc. (the "Meeting"), a capital pool company listed on the TSXV under the symbol NEL.P (the "Corporation"), was held on January 11, 2013. At the Meeting, all resolutions were passed in connection with the previously announced proposed plan of arrangement under the Canada Business Corporations Act (the "Arrangement") between the Corporation, Nobel REIT and Nobel REIT Limited Partnership including: (i) the approval of the Arrangement and the Acquisition; (ii) the approval of a unit option plan for Nobel REIT; and (iii) the approval of a unitholders' rights plan for Nobel REIT.

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, receipt of final order of the Superior Court of Québec and final TSXV acceptance of the proposed Qualifying Transaction.

A preliminary prospectus containing important information relating to the Units has been filed with securities commissions or similar authorities in certain jurisdictions of Canada. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from any of the Agents named above and will be available on SEDAR at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

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 Québec. 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 Québec, 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.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to TSXV acceptance. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

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