Construction/Building — June 12, 2012Crombie REIT Announces $60 Million Offering of Convertible Unsecured Subordinated Debentures
STELLARTON, NOVA SCOTIA--(Marketwire - June 12, 2012) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Crombie Real Estate Investment Trust ("Crombie") (TSX:CRR.UN) announced today that it has reached an agreement with a syndicate of underwriters co-led by CIBC and Scotiabank to issue, on a bought-deal basis, $36 million of convertible unsecured subordinated debentures (the "Debentures"). In addition, in satisfaction of its pre-emptive right with respect to the Debenture offering and subject to regulatory approval, Empire Company Limited ("Empire") has agreed to subscribe for $24 million of Debentures on the same terms through its subsidiary ECL Developments Limited.
The Debentures have a maturity date of September 30, 2019. The Debentures have a coupon of 5.00% per annum and will pay interest semi-annually in arrears on March 31 and September 30 in each year commencing on September 30, 2012. Each $1,000 principal amount of Debenture is convertible into approximately 49.7512 units of Crombie, at any time, at the option of the holder, representing a conversion price of $20.10 per unit.
Crombie will use the net proceeds from this offering to repay debt and for general trust purposes.
The terms of the offering will be described in a short form prospectus to be filed with Canadian securities regulators on or about June 18, 2012. The Debenture offering is expected to close on or about July 3, 2012.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction. The Debentures will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Crombie Real Estate Investment Trust is an unincorporated, open-ended real estate investment trust established under, and governed by, the laws of the Province of Ontario. The trust invests in income-producing retail, office and mixed-use properties in Canada, with a future growth strategy focused primarily on the acquisition of retail properties. Crombie REIT currently owns a portfolio of 161 commercial properties in nine provinces, comprising approximately 13.5 million square feet of gross leasable area. More information about Crombie REIT can be found at www.crombiereit.com.
This news release may contain forward looking statements that reflect the current expectations of management of Crombie about Crombie's future results, performance, achievements, prospects and opportunities. Wherever possible, words such as "continue", "may", "will", "estimate", "anticipate", "believe", "expect", "intend" and similar expressions have been used to identify these forward looking statements. These statements reflect current beliefs and are based on information currently available to management of Crombie, and include, without limitation, statements regarding (a) the expected use of proceeds of the Offering and (b) the anticipated date of the Offering Closing. Forward looking statements necessarily involve known and unknown risks and uncertainties.
A number of factors, including those discussed in the 2011 annual Management Discussion and Analysis under "Risk Management", could cause actual results, performance, achievements, prospects or opportunities to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and a reader should not place undue reliance on the forward looking statements. There can be no assurance that the expectations of management of Crombie will prove to be correct.
Readers are cautioned that such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from these statements. Crombie can give no assurance that actual results will be consistent with these forward-looking statements.
Mr. Glenn Hynes, FCA
Chief Financial Officer and Secretary
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