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Press release from Marketwire

Primaris Retail REIT Closes Public Offering of $226.6 Million of Subscription Receipts and $75.0 Million of Extendible Convertible Debentures

Monday, June 13, 2011

Primaris Retail REIT Closes Public Offering of $226.6 Million of Subscription Receipts and $75.0 Million of Extendible Convertible Debentures09:07 EDT Monday, June 13, 2011TORONTO, ONTARIO--(Marketwire - June 13, 2011) -NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICESPrimaris Retail REIT (TSX:PMZ.UN) announced today that it has completed an issuance to the public of 11,000,000 subscription receipts representing the right to receive trust units at a price of $20.60 per subscription receipt representing gross proceeds of $226,600,000 and $75 million aggregate principal amount of 5.40% extendible convertible unsecured subordinated debentures (the "Debentures") all on a bought deal basis, through a syndicate of underwriters co-led by RBC Capital Markets and CIBC World Markets Inc., with RBC Capital Markets acting as bookrunner. The Debentures are convertible at the option of the holder, into trust units of Primaris Retail REIT at $28.84 per trust unit.As previously announced, Primaris Retail REIT has granted an over-allotment option exercisable at any time up to 30 days after Closing, to acquire additional subscription receipts (or, in certain circumstances, REIT units) at the same offering price up to the lesser of 1,650,000 subscription receipts and the Underwriters respective "Over-Allocation Position" as at the closing date.The net proceeds from the offering will be used to pay a portion of the purchase price for the previously announced acquisition of five retail properties from Ivanhoe Cambridge (the "Acquisition") as well as the REIT's expenses with respect to the acquisition. The net proceeds of the subscription receipt offering were placed in escrow pending the closing (the "Acquisition Closing") of at least three of the five properties prior to August 15, 2011 (or earlier in certain circumstances) where the purchase price attributable to such properties represents at least 80% of the purchase price for the properties. If the Acquisition Closing does not occur prior to August 15, 2011 (or earlier in certain circumstances), each Subscription Receipt will entitle the holder thereof to receive an amount equal to the full offering price thereof and their pro rata share of interest thereon, and each Debenture will entitle the holder thereof to receive an amount equal to the offering price thereof and accrued and unpaid interest thereon.This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been and will not be registered under the U.S. Securities Act of 1933 as amended and may not be offered or sold in the United States absent registration or pursuant to applicable exemption from registration.Forward-Looking Information This press release contains forward looking statements that reflect the current expectations of the REIT about its future results, performance, prospects and opportunities. Readers are cautioned not to place undue reliance on forward looking information. The REIT has tried to identify these forward looking statements by using words such as "may", "will", "should" "expect", "anticipate", "believe", "intend", "plan", "estimate", "potentially" and similar expressions. By its nature, such forward looking information necessarily involves known and unknown risks and uncertainties that may cause the REIT's actual results, performance, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward looking statements. These risks and uncertainties include, among other things, risks related to: the anticipated closing of the Acquisition; real property ownership; tenant risks; fixed costs; liquidity; financing risks; limit on activities; availability of cash flow; availability of growth opportunities; access to capital; interest rate fluctuations; retail concentration; reliance on anchor tenants; restrictions on redemptions; competition; land leases; general uninsured losses; environmental matters; possibility of unitholder liability; tax-related risk factors; potential conflicts of interest; dilution; specific lease considerations; and nature of investment. There can be no assurance that the expectations of the REIT will prove to be correct. The REIT assumes no obligation to update or revise any such forward looking statements to reflect new events or circumstances. Although the forward-looking statements contained in this press release are based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. Certain assumptions made in preparing forward-looking information and the REIT's objectives include the assumption that the Acquisition will be completed on the terms and basis set out herein, the Canadian economy will remain stable in 2011 and that inflation will remain relatively low. Management has also assumed that interest rates will remain stable in 2011, that conditions within the real estate market, including competition for acquisitions, will be consistent with the current climate and that capital markets will continue to provide the REIT with ready access to equity and/or debt. You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the REIT may elect to, the REIT is under no obligation and does not undertake to update this information at any particular time, except as required by law.Upon completion of these acquisitions, Primaris Retail REIT will own 34 income-producing properties comprising approximately 13.6 million square feet located in Canada. As of May 31, 2011, the REIT had 69,571,328 units issued and outstanding, including Exchangeable Units.FOR FURTHER INFORMATION PLEASE CONTACT: John MorrisonPrimaris Retail REITPresident and Chief Executive Officer(416) 642-7860ORLouis M. ForbesPrimaris Retail REITExecutive Vice President & Chief Financial Officer(416) 642-7810