04:22:18 EDT Tue 23 Apr 2024
Enter Symbol
or Name
USA
CA



Pro Real Estate Investment Trust
Symbol PRV
Shares Issued 18,613,061
Close 2014-10-20 C$ 2.02
Market Cap C$ 37,598,383
Recent Sedar Documents

Pro REIT investor boosts diluted holdings to 17.3%

2014-10-20 21:37 ET - News Release

Mr. Peter Aghar of Lotus Crux reports

LOTUS CRUX REIT LP ACQUIRES CONTROL OF ADDITIONAL SECURITIES OF PRO REAL ESTATE INVESTMENT TRUST

Further to disclosure requirements of applicable securities laws, Lotus Crux REIT LP has acquired, pursuant to a voting placement with CIP Properties (Phase II) Limited Partnership, shared control, but not ownership of: (a) 739,130 Class B limited partnership units of Pro REIT Limited Partnership; and (b) 369,565 Class B LP unit purchase warrants of Pro REIT LP, each whole Class B LP warrant being exercisable for one Class B LP unit at an exercise price of $2.65 at any time prior to March 31, 2017. Together, the Class B LP units and Class B LP warrant units described herein represent approximately 4.59 per cent of the current issued and outstanding trust units of Pro Real Estate Investment Trust on a partially diluted basis, assuming the exercise of the Class B LP warrants described in this paragraph, and the exchange of all outstanding Class B LP units for units on a one-for-one basis in accordance with and subject to the terms and conditions of the exchange agreement of the REIT dated March 11, 2013. Each Class B LP unit is accompanied by one special voting unit of the REIT.

The offeror, the REIT and Pro REIT LP entered into a support agreement dated Sept. 30, 2014. As a result of the acquisition of shared control of the Class B units and Class B LP warrants described herein pursuant to the voting agreement, such Class B units and Class B LP warrants will form part of the offeror's and its related parties' retained interest for purposes of the support agreement. CIP is considered a Lotus Crux related party for purposes of the support agreement. The voting agreement contains obligations vis-a-vis the ownership of units and special voting units similar to those contained in the support agreement.

After giving effect to the transactions contemplated by the voting agreement, the offeror has control over an aggregate of: (a) 2,174,000 units of the REIT; (b) 1,087,000 trust unit purchase warrants of the REIT, each whole warrant being exercisable for one unit at an exercise price of $2.65 at any time prior to March 31, 2017; (c) 739,130 Class B LP units of Pro REIT LP; and (d) 369,565 Class B LP warrants of Pro REIT LP, each whole Class B LP warrant being exercisable for one Class B LP warrant unit at an exercise price of $2.65 at any time prior to March 31, 2017. Together, the units, the warrant units, the Class B LP units and the Class B LP warrant units represent approximately 17.30 per cent of the issued and outstanding units on a partially diluted basis, assuming the exercise of the warrants and Class B LP warrants described in this paragraph, and the exchange of all outstanding Class B LP units of Pro REIT LP for units on a one-for-one basis in accordance with and subject to the terms and conditions of the exchange agreement.

The offeror and/or one or more of its affiliated or related entities, may, subject to the terms of the support agreement, depending on market and other conditions, increase or decrease their beneficial ownership control or direction over units of the REIT through market transactions, private agreements, property acquisition transactions, treasury issuances, grants of equitybased compensation arrangements, convertible securities or otherwise.

This news release is being issued as required by National Instrument 62-103 (the early warning system and related takeover bid and insider reporting issues). Further information (including a copy of the early warning report to be filed on SEDAR) can be obtained at SEDAR under the REIT's company profile or by contacting Peter Aghar at 416-930-1756 or Shenoor Jadavji at 604-568-9982. The offeror has its registered office at 5300 Commerce Ct. West, 199 Bay St., Toronto, Ont., M5L 1B9.

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