TORONTO, November 19, 2014 – CHC Realty Capital Corp. (“CHC” or the “Company”) (TSX-V: CHC) is pleased to announce that it has closed its previously announced private placement and acquisition of an apartment building located in London, Ontario.
Under the placement, the Company issued a total of 75,104,917 units at a price of $0.11 per unit for gross proceeds of $8,261,540, with each unit consisting of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price of $0.13 per share until November 19, 2017. The common shares and warrants issued under the placement, as well as the common shares issuable upon exercise of the warrants, are subject to statutory resale restrictions expiring on March 20, 2015. “The acquisition of this institutional quality property marks an important milestone for CHC as we continue our momentum in leading the consolidation of Canada’s student housing market,” said Mark Hansen, President and Chief Executive Officer of CHC. “We appreciate the support of our new and existing investors and look forward to updating our stakeholders on our progress as we continue to execute on our value enhancement strategies for our properties through renovations and refurbishments, student-oriented operating, marketing and leasing strategies, and more active property management. We are also working on a number of other acquisition, and development, opportunities and hope to be able to provide more information on that front in the near future as we work through these potential transactions.”
The net proceeds from the placement were used by CHC to concurrently complete the Company’s previously announced acquisition of a student apartment building located at 675 Richmond Street in London, Ontario, approximately two kilometres from the University of Western Ontario. The 17-story apartment building, which was built in 1998, has 187 apartment units with 368 beds and 12,642 square feet of commercial space at street level. The purchase price for the property was $55.0 million (not including closing adjustments and costs), and the balance of the purchase price was satisfied through a first mortgage on the property from GE Canada Real Estate in the amount of $38.5 million, a second mortgage on the property from Timbercreek Mortgage Servicing Inc. in the amount of $8.25 million and a credit facility from Timbercreek Mortgage Servicing Inc. in the amount of $2.5 million, all as previously announced by the Company (see CHC’s press release dated October 6, 2014). The placement was conducted through a syndicate of agents led by Raymond James Ltd., which included GMP Securities L.P., Canaccord Genuity Corp., Dundee Securities Ltd., National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc. and Beacon Securities Limited. In connection with the closing of the placement, the Company paid the agents a cash commission in the amount of $357,553, representing 7.0% of the gross proceeds of the placement with the exception of certain units sold by the Company on a non-brokered basis. The Company also paid a total of $21,630 in finder’s fees to Cranson Capital Securities Inc., representing 7.0% of the gross proceeds raised under the placement from subscribers which it introduced to the Company.
The closing of the placement is subject to final acceptance from the TSXV. The Company has received the final acceptance of the TSXV in respect of the acquisition of the Property.
Pursuant to the placement, Thomas Hofstedter Family Foundation (the “Purchaser”), 3625 Dufferin Street, Toronto, Ontario, M3K 1N4, acquired 18,200,000 units for a total purchase price of $2,002,000. As a result, the Purchaser owns and controls 18,200,000 common shares of the Company, representing approximately 9.2% of the issued and outstanding common shares following completion of the placement, as well as 18,200,000 warrants of the Company representing approximately 24.2 % of the issued and outstanding warrants following completion of the placement. Assuming exercise of all of the warrants held by the Purchaser, the Purchaser would have ownership and control over 36,400,000 common shares of the Company, representing approximately 16.8% of the issued and outstanding shares of the Company post-exercise. The Company is advised that the Purchaser acquired the units for investment purposes and has no present intention to acquire further securities of the Company, although it may in the future acquire or dispose of securities of the Company, through the market, privately or otherwise, as circumstances or market conditions warrant. A copy of the early warning report required to be filed by the Purchaser with applicable securities commissions in connection with this acquisition will be available for viewing under the Company’s profile on SEDAR at www.sedar.com and a copy of the early warning report may be obtained by contacting Robert Waxman, the Chief Financial Officer of the Company, at (647) 288-9375. Certain directors and officers of CHC participated in the placement, which constituted related party transactions pursuant to TSXV Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). CHC relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 for the participation of these insiders in the placement as neither the fair market value of securities being issued to insiders nor the consideration being paid by insiders exceeded 25% of CHC’s market capitalization. The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available.
About CHC Realty Capital Corp.
CHC Realty Capital Corp. is an owner and operator of student housing properties which is focused on acquiring high quality properties in close proximity to universities and colleges in primary and well understood secondary markets in Canada.
Cautions Regarding Future Plans and Forward Looking Information
This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the completion of the proposed transaction and the business strategies of CHC. Although CHC believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct. Forward looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. CHC cautions investors that any forward-looking information provided by CHC is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: the state of the real estate sector in general; recent market volatility; CHC’s ability to fully implement its business strategies; and other risks and factors that CHC is unaware of at this time. The reader is referred to CHC’s initial public offering prospectus and
other continuous disclosure documents for a more complete discussion of risk factors relating to CHC and their potential effects, copies of which may be accessed through CHC’s profile on SEDAR at www.sedar.com.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there by any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.