MONTREAL, May 15, 2014 /CNW Telbec/ - Nobel Real Estate Investment Trust ("Nobel REIT") (TSXV: NEL.UN) is pleased to announce that it has signed a letter of intent with RFA Capital Partners Inc. ("RFA Capital"), pursuant to which Nobel REIT expects to complete a brokered private placement of 166,666,667 units (the "Units") to be purchased entirely by RFA Capital, at a purchase price of $0.06 per Unit, for aggregate gross proceeds of $10,000,000 (the "Offering"). In advance of the Offering, it is anticipated that RFA Capital will provide Nobel REIT with a secured bridge loan in the amount of $1.2-million (the "Bridge Loan"), which is to be converted to equity as part of the Offering.
Each Unit shall consist of one trust unit of Nobel REIT (each, a "Trust Unit") and one-tenth of a trust unit purchase warrant of Nobel REIT (each whole trust unit purchase warrant, a "Warrant"), collectively representing a private placement of 166,666,667 Trust Units and 16,666,667 Warrants. Each Warrant shall entitle the holder thereof to acquire one Trust Unit at an exercise price of $0.10 for a period of five years following the closing of the Offering (the "Closing").
Upon Closing of the Offering, RFA Capital will own approximately 84.38% of the issued and outstanding voting securities of Nobel REIT, on a non-diluted basis. As a result, the Offering will result in RFA Capital becoming a "control person" of Nobel REIT and, in accordance with the policies of the TSX Venture Exchange (the "Exchange"), will require the prior approval of Nobel REIT's trust unitholders and the Exchange. Nobel REIT has called an annual general and special meeting of its trust unitholders for June 26, 2014 (the "Meeting Date") in order to, among other things, seek the necessary approval. Assuming RFA Capital is approved as a new control person of Nobel REIT, the Closing is expected to occur shortly following the Meeting Date. The Offering is further subject to compliance with applicable securities legislation and the policies of the Exchange.
The proceeds of the Offering will be used to finance potential acquisitions, to repay existing debt, and for working capital purposes.
It is anticipated that a commission in the amount of $400,000 will be payable to Realty Financial Advisors Inc., an exempt market dealer (the "Agent"), in connection with the Offering.
All Units (and all underlying Trust Units and Warrants) which may be issued under the Offering (the "Securities") will be subject to a four-month plus one-day hold period from the Closing, pursuant to securities legislation and the policies of the Exchange. The Securities have not been nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws, and may not be offered or sold in the United States or to an account for the benefit of US persons, absent such registration or an exemption from registration.
The Bridge Loan
In advance of the Closing, it is anticipated that RFA Capital will provide Nobel REIT will the Bridge Loan in the amount of $1.2-million, of which $700,000 will be used to repay an existing second rank mortgage loan. The parties intend to convert the Bridge Loan to Units as part of the Offering.
About Nobel REIT
Nobel REIT is a recently created unincorporated open-ended real estate investment trust governed by the laws of the Province of QuÉbec. Nobel REIT has been created for the purpose of acquiring and owning income producing properties. The REIT will focus on acquiring commercial retail, mixed-used retail, and industrial and suburban office properties in the primary and secondary markets in the Province of QuÉbec. Nobel REIT currently owns two commercial properties located in QuÉbec, comprising 71,747 square feet of gross leasable area.
About RFA Capital Partners Inc.
RFA Capital is a real estate private equity firm involved in both commercial real estate and financing (www.rfacanada.com).
Disclaimer – Safe Harbour Forward–Looking Statements
Forward-looking statements contained in this press release involve known and unknown risks, uncertainties and other factors that may cause actual results, performance and achievements of Nobel REIT to be materially different from any future results, performance or achievements expressed or implied by the said forward-looking statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Nobel Real Estate Investment Trust