NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, Oct. 24, 2022 (GLOBE NEWSWIRE) — Slate Office REIT (the “REIT”) (TSX: SOT.UN), an proprietor and operator of high-quality office actual property, introduced at the moment that it has closed its beforehand introduced purchased deal public providing (the “Offering”) by the use of its brief type base shelf prospectus dated April 29, 2021, as supplemented by a prospectus complement dated October 19, 2022 (collectively, the “Prospectus”). CIBC Capital Markets, BMO Capital Markets and RBC Capital Markets acted as joint bookrunners for the Offering on behalf of a syndicate of underwriters which additionally included TD Securities Inc., Scotia Capital Inc., National Bank Financial Inc., Raymond James Ltd., Canaccord Genuity Corp., iA Private Wealth Inc., Cormark Securities Inc. and Laurentian Bank Securities Inc. (collectively, the “Underwriters”), whereby the Underwriters bought $45 million combination principal quantity of seven.50% convertible unsecured subordinated debentures of the REIT (the “Initial Debentures”). The REIT has additionally granted the Underwriters an possibility (the “Over-Allotment Option”) to buy as much as a further $6.75 million of seven.50% convertible unsecured subordinated debentures of the REIT (the “Additional Debentures”, and along with the Initial Debentures, the “Debentures”) on the identical phrases and circumstances, exercisable at any time, in complete or partly, as much as 30 days after the closing of the Offering. The REIT has obtained conditional approval from the Toronto Stock Exchange (the “TSX”) to checklist the Debentures on the TSX.
The internet proceeds from the Offering can be used to partially fund the REIT’s beforehand introduced US$19.8 million acquisition of a newly retrofitted Class A workplace property positioned in Chicago, Illinois (the “Acquisition”), scale back the REIT’s secured indebtedness, and for different common company functions, which might embrace execution of the REIT’s regular course issuer bid in accordance with relevant securities legal guidelines.
The Debentures bear an rate of interest of seven.50% each year, payable semi-annually in arrears on June 30 and December 31 in every year commencing June 30, 2023. The June 30, 2023 curiosity fee will characterize accrued curiosity for the interval from, and together with, October 24, 2022 to, however excluding, June 30, 2023.
Each Debenture is convertible into freely tradeable belief items of the REIT (“Units”) on the possibility of the holder at any time following closing of the Offering and previous to the shut of business on the earliest of (i) the final business day earlier than December 31, 2027 (the “Maturity Date”); or (ii) if referred to as for redemption, the business day instantly previous the date specified by the REIT for redemption of the Debentures, at a conversion worth of $5.50 per Unit (the “Conversion Price”), being a ratio of roughly 181.8182 Units per $1,000 principal quantity of Debentures. The conversion proper is topic to straightforward anti-dilution provisions. Debenture-holders changing their Debentures will, along with the relevant variety of Units to be obtained on conversion, obtain accrued and unpaid curiosity, if any, for the interval from the final curiosity fee date on their Debentures to and together with the final file date set by the REIT occurring previous to the date of conversion for figuring out the REIT’s Unitholders entitled to obtain a distribution on the Units. The Debentures will not be redeemed by the REIT previous to December 31, 2025. On and from December 31, 2025, and previous to December 31, 2026, the Debentures could also be redeemed by the REIT, in complete at any time, or partly now and again, at a worth equal to the principal quantity thereof plus accrued and unpaid curiosity on no more than 60 days’ and never lower than 30 days’ prior written discover, offered that the quantity weighted-average buying and selling worth of the Units on the TSX for the 20 consecutive buying and selling days ending 5 buying and selling days previous the date on which discover of redemption is given will not be lower than 125% of the Conversion Price. On and from December 31, 2026, and previous to the Maturity Date, the Debentures could also be redeemed by the REIT, in complete at any time or partly now and again, at a worth equal to the principal quantity thereof plus accrued and unpaid curiosity on no more than 60 days’ and never lower than 30 days’ prior written discover.
In reference to the Offering, the Underwriters are entitled to a money fee equal to three.75% of the gross proceeds of the Offering, together with any Additional Debentures offered pursuant to the train of the Over-Allotment Option.
The Debentures haven’t been and won’t be registered below the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities legal guidelines. Accordingly, the Debentures will not be provided or offered throughout the United States, its territories or possessions, any state of the United States or the District of Columbia (collectively, the “United States”) besides in transactions exempt from the registration necessities of the 1933 Act and relevant state securities legal guidelines. This press launch doesn’t represent a proposal to promote or a solicitation of a proposal to purchase any Debentures throughout the United States.
About Slate Office REIT (TSX: SOT.UN)
Slate Office REIT is a world proprietor and operator of high-quality office actual property. The REIT owns pursuits in and operates a portfolio of strategic and well-located actual property property in North America and Europe. The majority of the REIT’s portfolio is comprised of presidency and high-quality credit score tenants. The REIT acquires high quality property at a reduction to alternative price and creates worth for unitholders by making use of hands-on asset administration methods to develop rental income, lengthen lease time period and enhance occupancy. Visit slateofficereit.com to be taught extra.
About Slate Asset Management
Slate Asset Management is a world different funding platform concentrating on actual property. We deal with fundamentals with the target of making long-term worth for our buyers and companions. Slate’s platform has a variety of actual property and infrastructure funding methods, together with opportunistic, worth add, core plus and debt investments. We are supported by distinctive folks and versatile capital, which allow us to originate and execute on a variety of compelling funding alternatives. Visit slateam.com to be taught extra.
Forward-Looking Statements
Certain data herein constitutes “forward-looking information” as outlined below Canadian securities legal guidelines which replicate administration’s expectations relating to goals, plans, objectives, methods, future progress, outcomes of operations, efficiency, business prospects and alternatives of the REIT. The phrases “plans”, “expects”, “does not expect”, “scheduled”, “estimates”, “intends”, “anticipates”, “does not anticipate”, “projects”, “believes”, or variations of such phrases and phrases or statements to the impact that sure actions, occasions or outcomes “may”, “will”, “could”, “would”, “might”, “occur”, “be achieved”, or “continue” and comparable expressions determine forward-looking statements. Forward-looking statements embrace, with out limitation, statements relating to, any anticipated train of the Over-Allotment Option by the Underwriters and the anticipated use of proceeds of the Offering. Such forward-looking statements are certified of their entirety by the inherent dangers and uncertainties surrounding future expectations.
Forward-looking statements are essentially primarily based on various estimates and assumptions that, whereas thought-about affordable by administration as of the date hereof, are inherently topic to important business, financial and aggressive uncertainties and contingencies. When counting on forward-looking statements to make choices, the REIT cautions readers to not place undue reliance on these statements, as forward-looking statements contain important dangers and uncertainties and shouldn’t be learn as ensures of future efficiency or outcomes, and won’t essentially be correct indications of whether or not or not the occasions at or by which such efficiency or outcomes can be achieved. Plenty of elements might trigger precise outcomes to vary, probably materially, from the outcomes mentioned within the forward-looking statements. Additional details about dangers and uncertainties is contained within the filings of the REIT with securities regulators, together with the Prospectus.
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