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by Stockwatch Business Reporter

The TSX Venture Exchange added 5.86 points to 997.97 Wednesday. Tomorrow, Mark Newman's first capital pool shell, Cliffside Capital Ltd. (CEP), will list on the TSX-V. It is the first capital pool shell to list in April and the fourth in 2014. By this time last year, 17 capital pool shells had already listed. Three would have been ideal. Raymond James Ltd. sold Cliffside's $1-million initial public offering of 10 million shares at 10 cents, the largest IPO for a capital pool shell this year. It is the brokerage firm's second time completing an IPO for a shell in 2014; it also sold a $500,000 IPO for Majid Mangalji's Westcap Investments Corp. (WI), which listed last February and has already reported a qualifying transaction. In total, there are 172 capital pool shells afloat on the TSX-V and the NEX, of which 53 are halted, 43 are suspended and 76 are trading, sometimes.

Cliffside sold 10 million escrow shares at five cents last December, and then sold a private placement of 35 million shares (of which 24.25 million are in escrow) at 10 cents last month. In total, including the IPO of 10 million shares, the shell has 55 million shares outstanding, of which 34.25 million are in escrow. We discussed Cliffside in the Shell Summary for April 3, 2014, after it had filed its final prospectus, concluding the shell will likely find a QT in real estate. To briefly summarize, Mr. Newman and his family control 9,062,500 shares. Formerly with Lehman Brothers, Mr. Newman now manages Broadcliff Capital Partners LLP, a private real estate company in Europe. Michael Stein, the shell's chairman, owns 11,562,500 Cliffside shares, and is the chairman of Canadian Apartment Properties REIT (CAR: $21.48) and a director of FirstService Corp. (FSV: $53). The shell's remaining three directors, Keith Ray, Adam Paul and Bernd Knobloch, are also real estate men. It will be a surprise if Cliffside does not change its name to something-or-other real estate.

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