STELLARTON, NS, March 29, 2012 /CNW/ – Crombie Real Estate Investment
Trust ("Crombie") (TSX: CRR.UN) announced today that it has closed the
previously announced offering, on a bought deal basis, of 4,630,000
units to the public at a price of $14.50 per unit for gross proceeds of
approximately $67.1 million.
In addition to the issuance of the units to the public, ECL Developments
Limited (a wholly owned subsidiary of Empire Company Limited (TSX:
EMP.A)) has purchased, on a private placement basis, 3,655,200 Class B
LP Units of Crombie Limited Partnership together with the attached
Special Voting Units of Crombie at the $14.50 per unit offering price,
for gross proceeds of approximately $53 million.
Each Class B LP Unit is exchangeable for one unit of Crombie at the
option of the holder. Upon exchange of a Class B LP Unit, the
associated Special Voting Unit is cancelled. All securities issued
under the private placement are subject to a four month hold period
from the closing date of the private placement. After the closing of
the public offering and the private placement, Empire holds a 44.5%
economic and voting interest in Crombie.
The combined gross proceeds from the Unit and Class B LP Unit issuance
total approximately $120.1 million.
Crombie intends to use the net proceeds from this offering and the
concurrent private placement to finance a portion of the purchase price
for its previously announced purchase of a portfolio of twenty two (22)
retail properties for $255 million from third party vendors. The
remainder of the purchase price for this acquisition will be satisfied
through the assumption by Crombie of approximately $95.7 million of
existing property mortgage debt, as well as borrowings under Crombie's
existing line of credit. If the proposed acquisition does not close for
any reason, Crombie intends to use the proceeds of this offering and
the concurrent private placement to reduce outstanding borrowings under
Crombie's revolving line of credit, for working capital and to fund
future acquisitions that are not yet identified. Pending their use,
Crombie expects to temporarily invest a portion of the net proceeds in
short term interest bearing instruments.
The underwriting syndicate was co-led by CIBC and Scotia Capital Inc.
and also includes TD Securities Inc., BMO Nesbitt Burns Inc., National
Bank Financial Inc., Canaccord Genuity Corp., Beacon Securities
Limited, Macquarie Capital Markets Canada Ltd., Raymond James Ltd.,
Brookfield Financial Corp. and Desjardins Securities Inc.
Crombie is an 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 currently owns a portfolio of 139 investment
properties in eight provinces, comprising approximately 12.6 million
square feet of rentable space. More information about Crombie 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 the expected use of proceeds of the
Offering. 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
Additional information relating to Crombie can be found on Crombie's web
site at www.crombiereit.com or on the SEDAR web site for Canadian regulatory filings at www.sedar.com.