/NOT FOR DISSEMINATION IN THE UNITED STATES OR DISTRIBUTION THROUGH
UNITED STATES NEWS OR WIRE
SERVICES/
MONTREAL,
May 26,
2023 /CNW/ - PRO Real Estate Investment Trust
("PROREIT" or the "REIT") (TSX: PRV.UN) announced today that it has
completed its previously announced bought deal public offering of
$35 million aggregate principal
amount of 8.00% convertible unsecured subordinated debentures (the
"Debentures") due June 30, 2028 at a
price of $1,000 per Debenture (the
"Offering").
The Offering was conducted through a syndicate of
underwriters co-led by TD Securities Inc. and Scotiabank, as joint
bookrunners, and including BMO Nesbitt Burns Inc., Canaccord
Genuity Corp., CIBC World Markets Inc., National Bank Financial
Inc., RBC Dominion Securities Inc., iA Private Wealth Inc., Raymond
James Ltd., Haywood Securities Inc., Laurentian Bank Securities
Inc. and Leede Jones Gable Inc. The REIT has also granted to the
underwriters an over-allotment option to purchase up to an
additional $5,250,000 aggregate
principal amount of Debentures at the same price, exercisable in
whole or in part at any time for a period of up to 30 days
following closing of the Offering.
PROREIT will use the net proceeds of the Offering
to partially repay existing debt currently drawn on the REIT's
operating facility and for general business and working capital
purposes. The Offering and the stated use of proceeds are not
expected to impact the REIT's leverage metrics, however, they are
expected to improve the REIT's debt maturity profile, increase its
exposure to fixed rate debt, and enhance the REIT's liquidity.
The Debentures will mature on June 30, 2028 and will accrue interest at the
rate of 8.00% per annum payable semi-annually in arrears on
June 30 and December 31 in each year, commencing December 31, 2023. At the holder's option, the
Debentures may be converted into trust units of the REIT ("Units")
at any time prior to the close of business on the earlier of the
business day immediately preceding the maturity date and the
business day immediately preceding the date fixed for redemption of
the Debentures, at a conversion price of $7.00 for each Unit, subject to adjustment in
certain circumstances.
The Debentures are direct, unsecured obligations
of PROREIT, subordinated to other senior indebtedness of
PROREIT.
The Debentures are not redeemable before
June 30, 2026. On and after
June 30, 2026 and prior to
June 30, 2027, the Debentures may be
redeemed, in whole or in part, from time to time at PROREIT's
option at par plus accrued and unpaid interest, provided that the
weighted average trading price of the Units on the Toronto Stock
Exchange ("TSX") during the 20 consecutive trading days ending on
the fifth trading day preceding the date on which notice of the
redemption is given is not less than 125% of the conversion price.
On and after June 30, 2027, PROREIT
may, at its option, redeem the Debentures, in whole or in part,
from time to time at par plus accrued and unpaid interest.
Subject to specified conditions, PROREIT has the
right to repay the outstanding principal amount of the Debentures,
on maturity or redemption, through the issuance of Units. PROREIT
also has the option to satisfy its obligation to pay interest
through the issuance and sale of Units.
The Debentures issued under the Offering were
issued pursuant to a prospectus supplement dated May 19, 2023 (the "Prospectus Supplement") to the
REIT's base shelf prospectus dated July 13,
2021 (the "Base Shelf Prospectus"), filed with securities
regulatory authorities in all provinces and territories of
Canada. A copy of the Prospectus
Supplement and the Base Shelf Prospectus is available under the
REIT's profile on SEDAR at www.sedar.com.
The securities being offered have not been, and
will not be, registered under the United States Securities Act of
1933, as amended, or any state securities laws, and may not be
offered or sold in the United
States unless an exemption from registration is available.
This news release is for information purposes only and does not
constitute an offer to sell or a solicitation of an offer to buy
any securities of PROREIT in any jurisdiction. No securities
regulatory authority has either approved or disapproved of the
contents of this news release.
About PRO Real Estate Investment
Trust
PROREIT is an unincorporated open-ended real
estate investment trust established pursuant to a declaration of
trust under the laws of the Province of Ontario. Founded in 2013, PROREIT owns a
portfolio of high-quality commercial real estate properties in
Canada, with a strong industrial
focus in robust secondary markets.
For more information on PROREIT, please visit the
REIT's website at: https://proreit.com.
Forward-Looking
Information
This news release contains forward-looking
statements within the meaning of applicable securities legislation.
Forward-looking statements are based on a number of assumptions and
is subject to a number of risks and uncertainties, many of which
are beyond PROREIT's control, that could cause actual results and
events to differ materially from those that are disclosed in or
implied by such forward-looking statements.
Forward-looking statements contained in this
press release include, without limitation, statements pertaining to
the use of the net proceeds of the Offering. The forward-looking
statements contained in this news release are expressly qualified
in their entirety by this cautionary statement. All forward-looking
statements in this news release are made as of the date of this
news release. PROREIT does not undertake to update any such
forward-looking information whether as a result of new information,
future events or otherwise, except as required by law.
Forward-looking statements are necessarily based
on a number of estimates and assumptions that, while considered
reasonable by management as of the date hereof, are inherently
subject to significant business, economic and competitive
uncertainties and contingencies. When relying on forward-looking
statements to make decisions, the REIT cautions readers not to
place undue reliance on these statements, as forward-looking
statements involve significant risks and uncertainties and should
not be read as guarantees of future performance or results, and
will not necessarily be accurate indications of whether or not the
times at or by which such performance or results will be achieved.
A number of factors could cause actual results to differ, possibly
materially, from the results discussed in the forward-looking
statements. Additional information about these assumptions and
risks and uncertainties is contained in the filings of the REIT
with securities regulators, including under "Risk Factors" in
PROREIT's latest annual information form and in the Prospectus
Supplement, which are available on SEDAR at www.sedar.com.
Neither the TSX nor its Regulation Services
Provider (as that term is defined in the policies of the TSX)
accepts responsibility for the adequacy or accuracy of this
release.
SOURCE PROREIT