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TORONTO, Dec. 18, 2014 /CNW/ – Daniel Drimmer announced today that contemporaneously with the completion of the sale by True North Commercial Real Estate Investment Trust (the “REIT“) of 4,440,000 trust units (“Units“) of the REIT at a price of $6.15 per Unit, on a bought deal basis by way of a prospectus supplement dated December 12, 2014 to the REIT’s base shelf prospectus dated December 16, 2013, for gross proceeds of approximately $27.3 million (the “Offering“), Mr. Drimmer, through D.D. Acquisitions Partnership (the “Acquiror), an entity controlled by him, acquired beneficial ownership of 151,515 Units (the “Acquired Units“) pursuant to a concurrent non-brokered private placement, at a price of $6.60 per Unit (the “Concurrent Private Placement“), for gross proceeds to the REIT of approximately $1.0 million.
The Acquired Units represent approximately 0.75% of the outstanding Units based on 20,286,882 Units outstanding as of November 30, 2014, after giving effect to the Offering and Concurrent Private Placement and exchange of all outstanding class B limited partnership units (“Class B LP Units“) of True North Commercial Limited Partnership (a limited partnership controlled by the REIT) for Units on a one-for-one basis (including the contemplated issuance of 833,333 Class B LP Units in connection with the acquisition by the REIT of certain office properties located in Ontario secondary markets on or about December 19, 2014).
After giving effect to the Concurrent Private Placement, Mr. Drimmer, the Acquiror, and Drimmer Holdings Ltd., beneficially own 2,556,901 Units, including an aggregate of 980,207 Units that may be acquired upon the exchange of: (i) 152,084 Options; and (ii) 828,123 Class B LP Units (which Class B LP Units are accompanied by 828,123 special voting units of the REIT (each, a “Special Voting Unit“)), representing approximately 17.4% of the outstanding Units (based on 20,286,882 Units outstanding as of November 30, 2014, after giving effect to the Offering, Concurrent Private Placement and exchange of all outstanding Class B LP Units for Units on a one-for-one basis (including the contemplated issuance of 833,333 Class B LP Units in connection with the acquisition by the REIT of certain office properties located in Ontario secondary markets on or about December 19, 2014).
Pursuant to an exchange agreement dated December 14, 2012, among the REIT, True North Commercial General Partner Corp. and Starlight Investments Ltd., each Class B LP Unit may be exchanged for one Unit without further consideration at which time a corresponding Special Voting Unit will be cancelled.
The 151,515 Acquired Units were acquired by the Acquiror under the Concurrent Private Placement for investment purposes pursuant to the applicable prospectus exemptions set out in National Instrument 45-106 – Prospectus and Registration Exemptions. Mr. Drimmer, the Acquiror and Drimmer Holdings Ltd. may from time to time acquire additional securities of the REIT and its controlled entities (whether pursuant to property acquisition transactions or otherwise), dispose of some or all of the securities of any such entity or maintain its current securities position in the entity.
This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers which requires a report to be filed under the REIT’s profile on SEDAR (www.sedar.com) containing additional information respecting the foregoing matters. A copy of such report may be obtained by contacting Daniel Drimmer at (416) 234-8444.
SOURCE True North Commercial Real Estate Investment Trust