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GO Residential to list on TSX on if, when-issued basis

2025-07-21 15:54 ET - Prospectus Approved

The Toronto Stock Exchange reports that it has conditionally approved an application for the listing of the units of GO Residential Real Estate Investment Trust, subject to completion of a proposed initial public offering (IPO) of these securities as described in the REIT's amended and restated preliminary prospectus dated July 11, 2025, amending and restating the preliminary prospectus dated June 18, 2025. It is anticipated that, in the next few days, the REIT will file a final prospectus for its offering of units.

As soon as possible after the final prospectus is cleared by the relevant securities regulatory authorities, the TSX will post the units for trading on an if, as and when-issued basis, in U.S. dollars, under the symbol GO.U and with Cusip No. 36272H 10 7. Before the units are posted for trading on such basis, the TSX will issue a bulletin confirming both the pricing and the expected closing date for the offering. If and when the offering closes, the units will be listed on the TSX. The temporary market-maker is Integral Wealth Securities Ltd.

Subject to the closing of the offering, all trades in GO.U on and before the trading day immediately preceding the closing date will be for special settlement on the closing date and will appear on the settlement report from CDS Clearing and Depository Services Inc. If the offering does not close, all of the if, as and when-issued trades will be cancelled. No securities will be delivered and no money will be owed by purchasers to sellers. Parties who are entitled to receive units under the offering may sell such securities in the if, as and when-issued market without being subject to restrictions on short sales. Parties who are not entitled to receive units under the offering must comply with the short sale rule in all respects for any sales they make in the GO.U if, as and when-issued market. If and when the offering closes, there will be no further trading in GO.U on an if, as and when-issued basis, and the units issued at such closing will trade on a regular settlement basis.

According to the TSX, the REIT has been formed to provided investors with an opportunity to invest in luxury high-rise multifamily properties (LHRs) located in the New York metropolitan area and other major metropolitan cities in the United States. The REIT will initially indirectly own and operate a portfolio of five LHRs, consisting of a total of 2,015 luxury suites located in the borough of Manhattan, N.Y. The transfer agent and registrar is Computershare Investor Services Inc. at its principal office in Toronto, Ont., and its fiscal year-end is Dec. 31. The REIT intends to adopt a distribution policy, as permitted under the declaration of trust, pursuant to which OpCo will make monthly cash distributions to OpCo unitholders, with the REIT distributing its share of the distribution to the unitholders, and initially equal to, on an annual basis, approximately 65 per cent of the REIT's estimated adjusted funds from operations during the period from July 1, 2025, to June 30, 2026.

As stated in the REIT's amended and restated preliminary prospectus dated July 11, 2025, amending and restating the preliminary prospectus dated June 18, 2025, CIBC World Markets Inc., BMO Nesbitt Burns Inc., Merrill Lynch Canada Inc., RBC Dominion Securities Inc., National Bank Financial Inc., Scotia Capital Inc., Desjardins Securities Inc., Canaccord Genuity Corp. and BTIG, LLC are offering to the public 27.34 million units at a price anticipated to be $15 (U.S.) per unit, for gross proceeds of approximately $410.1-million (U.S.) (assuming the overallotment option is not exercised). In addition, the REIT has granted to the underwriters an overallotment option pursuant to which the underwriters may purchase up to an additional 4,101,000 units at the offering price.

Concurrently with the offering, funds, accounts and/or investment vehicles managed by Cohen & Steers Capital Management Inc. will purchase six million units on a private placement basis at the offering price, for total gross proceeds of approximately $90-million (U.S.). In the event that the overallotment option is exercised in full, the cornerstone investor may, at its option, purchase up to 900,000 additional units, exercisable for up to 30 days after the closing date of the offering.

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