The Board of Directors has approved the Rights Plan pursuant to which PROREIT will issue one right (a "Right") for each voting Unit which is outstanding on closing of the Arrangement and will issue one Right for each voting Unit issued during the currency of the Rights Plan. The Board of Directors considers the Rights Plan to be fair to Shareholders and in the best interests of PROREIT and its unitholders.
The rules of the Exchange require that the resolution approving the Rights Plan receives the affirmative vote of a majority of the votes cast at the Meeting.
Acquisition of Common Shares by James W. Beckerleg
James W. Beckerleg, President and Chief Executive Officer of Company, has acquired ownership of 3,022,381 Shares in connection with the recently announced completion of the Company's Qualifying Transaction, representing approximately 10.6% of the 28,569,368 issued and outstanding Shares (the "Acquisition"). Mr. Beckerleg acquired the Shares through his holding company, Ware Hill Investments Inc. ("Ware Hill"), a private company controlled by Mr. Beckerleg.
More precisely, Ware Hill acquired (i) 2,070,000 Shares pursuant to a share purchase agreement between Ware Hill, the Company, and the former principals of the Company at a purchase price of $0.13 per Share for an aggregate consideration of $269,100, and (ii) 952,381 Shares pursuant to a subscription agreement between Ware Hill and the Company at a purchase price of $0.1575 per Share for an aggregate consideration of $150,000. The Acquisition was subject to the issuance of the Final Exchange Bulletin by the Exchange, which was released on February 6, 2013. Pursuant to the terms of two escrow agreements dated September 14, 2011 and January 29, 2013, respectively, the Shares acquired by Ware Hill are subject to escrow restrictions pursuant to the policies of the Exchange.
Ware Hill acquired the Shares for investment purposes and to fund, among other things, the acquisition of a property located at 135 Main Street in Moncton, New Brunswick, which forms part of the Qualifying Transaction. Ware Hill has filed an early warning report describing the above transactions with applicable Canadian securities regulators, a copy of which is available under the Company's profile on SEDAR at www.sedar.com.
Trustees and Executive Officers of PROREIT
Biographical information regarding the initial trustees and executive officers of PROREIT is set out below.
James W. Beckerleg - President, Chief Executive Officer and Trustee of PROREIT
From May 2010 until recently, James W. Beckerleg was the President and Chief Executive Officer of CANMARC Real Estate Investment Trust ("CANMARC"), a publicly-traded REIT with a nationally diversified portfolio of commercial properties. From 1995 to 2010, Mr. Beckerleg was President of Belwest Capital Management Corp., a private consulting firm which provided consulting and management services in the area of strategic advice and planning, corporate finance, mergers and acquisitions to various clients, including but not limited to, Homburg Canada Inc., a private international real estate management company. From 2005 to 2009, Mr. Beckerleg also served as Executive Vice-President, Quebec Region for Homburg Canada Inc.
Mr. Beckerleg has many years of experience in corporate finance, mergers and acquisitions and has served as an executive and director of several public companies, including CANMARC and several other companies in the real estate sector. He has a B.Sc (Mathematics) from McGill University (Montreal, Quebec) and an MBA from Concordia University (Montreal, Quebec).
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