/THIS NEWS RELEASE IS INTENDED FOR
DISTRIBUTION IN CANADA ONLY AND IS
NOT INTENDED FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
TORONTO, April 24, 2019 /CNW/ - Firm Capital Property
Trust ("FCPT" or the "Trust"), (TSX-V: FCD.UN) is
pleased to announce that it has completed its previously announced
fully marketed offering (the "Offering") of 4,100,000 trust
units (the "Trust Units") at a price of $6.40 per Trust Unit (the "Offering
Price"), for aggregate gross proceeds of $26.2 million. As previously announced,
concurrent with the Offering, the Trust has also closed the first
tranche of its non-brokered private placement of Trust Units, on
substantially the same terms as the Offering, for gross proceeds of
approximately $16.3 million (the
"Concurrent Private Placement").
CLOSING OF THE OFFERING
The Offering was completed by a syndicate of underwriters led by
Canaccord Genuity Corp., CIBC Capital Markets, and National Bank
Financial Inc., and included Scotiabank, TD Securities Inc.,
Echelon Wealth Partners Inc., Industrial Alliance Securities Inc.,
Raymond James Ltd., Desjardins Securities Inc., GMP Securities
L.P., and Laurentian Bank Securities Inc. (collectively, the
"Underwriters").
The Trust has also granted the Underwriters an over-allotment
option exercisable, in whole or in part, to purchase up to an
additional 615,000 Trust Units at the Offering Price (for estimated
aggregate gross proceeds to the Trust of $30.2 million if the over-allotment option is
exercised in full) for a period of 30 days from the date hereof, to
cover over-allotments, if any, and for market stabilization
purposes.
The net proceeds of the Offering and the Concurrent Private
Placement will be used by the Trust to fund the cash portion of the
purchase price of the Acquisition Portfolio (as defined below) and
for working capital and general trust purposes.
CONCURRENT PRIVATE PLACEMENT
The first tranche of the Concurrent Private Placement included,
among other subscribers, an existing institutional unitholder of
the Trust and a group consisting of certain members of senior
management and trustees of the Trust. Certain insiders of the Trust
participated in the first tranche of the Concurrent Private
Placement. Such participation represents a related-party
transaction under Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI
61-101"), but the transaction is exempt from the formal
valuation and minority shareholder approval requirements of MI
61-101 as neither the fair market value of the subject matter of
the transaction, nor the consideration paid, exceed 25% of the
Trust's market capitalization.
The Concurrent Private Placement was approved by all of the
independent trustees of the Trust. The number of Trust Units issued
to insiders of the Trust pursuant to the first tranche of the
Concurrent Private Placement represents not more than 10% of the
Trust's currently issued and outstanding Trust Units on a
non-diluted basis.
Pursuant to applicable Canadian securities laws, all securities
issued pursuant to the first tranche of the Concurrent Private
Placement are subject to, among other things, a statutory hold
period of four months and one day, which expires on August 25, 2019.
THE ACQUISITION PORTFOLIO
On April 3, 2019, the Company
announced that it entered into an agreement to acquire (the
"Acquisition") from First Capital Realty Inc. and an
affiliate thereof (collectively, "First Capital") a 50%
non-managing interest in six net-leased primarily grocery anchored
shopping centres located in Ontario and Quebec (the
"Acquisition Portfolio"). The acquisition price
for 100% of the Acquisition Portfolio is approximately $266 million, excluding transaction costs. The
Trust's portion of the acquisition price is approximately
$133 million.
The Acquisition Portfolio is comprised of six properties
totaling 1,022,600 square feet of GLA (at a 100% interest) located
in Ottawa, Ontario; Nepean, Ontario; Repentigny, Quebec; and Gatineau, Quebec. All six of the properties
are anchored by high quality tenants including Canadian Tire, IGA,
Loblaws, Walmart, and Shoppers Drug Mart, among others. The
Acquisition Portfolio is approximately 97% occupied and has a
remaining weighted average lease term ("WALT") of
approximately 6.1 years. Upon closing of the Acquisition, the Trust
and First Capital will enter into a co-ownership arrangement such
that the Trust and First Capital will each own half of the
Acquisition Portfolio. First Capital will also property manage the
Acquisition Portfolio. Closing of the Acquisition Portfolio is
expected to occur on or about May 2,
2019.
Property
|
Property
Occupancy1
|
GLA (at
100%)
|
% of
Total
|
Remaining
WALT (Years) 1
|
Carrefour du Plateau
(Gatineau)
|
100.0%
|
241,772
|
23.6%
|
9.6
|
Galeries de
Repentigny (Repentigny)
|
100.0%
|
130,739
|
12.8%
|
2.9
|
Galeries Brien Est
(Repentigny)
|
100.0%
|
8,856
|
0.9%
|
3.9
|
Galeries Brien Ouest
(Repentigny)
|
100.0%
|
52,331
|
5.1%
|
4.2
|
Gloucester City
Centre (Ottawa)
|
97.2%
|
369,663
|
36.1%
|
5.2
|
Merivale Mall
(Nepean)
|
91.6%
|
219,239
|
21.4%
|
6.2
|
Total / Weighted
Average
|
97.2%
|
1,022,600
|
100.0%
|
6.1
|
Note:
ABOUT FIRM CAPITAL PROPERTY TRUST
Firm Capital Property Trust is focused on creating long-term
value for unitholders, through capital preservation and disciplined
investing to achieve stable distributable income. In partnership
with management and industry leaders, the Trust's plan is to own a
diversified property portfolio of multi-residential, flex
industrial, net lease convenience retail, and core service provider
professional space. In addition to standalone accretive
acquisitions, the Trust will make joint acquisitions with strong
financial partners and acquisitions of partial interests from
existing ownership groups, in a manner that provides liquidity to
those selling owners and professional management for those
remaining as partners. Firm Capital Realty Partners Inc., through a
structure focused on an alignment of interests with the Trust
sources, syndicates and property and asset manages investments on
behalf of the Trust.
FORWARD LOOKING INFORMATION
This press release may contain forward-looking statements. In
some cases, forward-looking statements can be identified by the use
of words such as "may", "will", "should", "expect", "plan",
"anticipate", "believe", "estimate", "predict", "potential",
"continue", and by discussions of strategies that involve risks and
uncertainties, including statements regarding: the timing for
completion, and the ability to complete, the Acquisition; the pro
forma composition of FCPT's portfolio upon completion of the
Acquisition; the entering into of a co-ownership agreement with
First Capital; the timing of and ability to obtain new mortgages on
the Acquisition Portfolio; and whether the over-allotment option
described above will be fully or partially exercised by the
Underwriters in connection with the Offering, if at all. The
forward-looking statements are based on certain key expectations
and assumptions made by the Trust. By their nature, forward-looking
statements involve numerous assumptions, inherent risks and
uncertainties, both general and specific, that contribute to the
possibility that the predictions, forecasts, projections and
various future events will not occur. Although management of the
Trust believes that the expectations reflected in the
forward-looking statements are reasonable, there can be no
assurance that future results, levels of activity, performance or
achievements will occur as anticipated. Neither the Trust nor any
other person assumes responsibility for the accuracy and
completeness of any forward-looking statements, and no one has any
obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or such other
factors which affect this information, except as required by law.
Closing of the Offering, the Concurrent Private Placement and the
Acquisition remain subject to the final approval of the TSX Venture
Exchange.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, which may be made only by means of
a prospectus, nor shall there be any sale of the Units in any
state, province or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under securities laws of any such state, province or
other jurisdiction. The Units have not been, and will not be
registered under the U.S. Securities Act of 1933, as amended, and
may not be offered, sold or delivered in the United States absent registration or an
application for exemption from the registration requirements of
U.S. securities laws.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Firm Capital Property Trust