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Nov. 2, 2012 /CNW/ - (TSXV: NEL.P) Capital Nobel Inc. (the "
Corporation"), a capital pool company (as defined in Policy 2.4 (the "
CPC Policy") of the TSX Venture Exchange Inc.'s (the "
TSXV") Corporate Finance Manual), announced today its proposed Qualifying Transaction, as defined in the CPC Policy.
The proposed Qualifying Transaction involves three primary components: (i) the reorganization of the Corporation into a real estate investment trust to be named "Nobel Real Estate Investment Trust" ("
Nobel REIT") by way of a plan of arrangement under the
Canada Business Corporations Act (the "
Arrangement"), subject to receipt of all necessary approvals, including the approval of the TSXV, the Autorité des marchés financiers, the shareholders of the Corporation and receipt of final order of the Superior Court of Québec; (ii) a public offering (the "
REIT Offering") of trust units ("
Units") of Nobel REIT (unless the trustees of Nobel REIT determine to proceed with the Arrangement with alternative financing arrangements); and (iii) the purchase of two income-producing commercial properties (the "
Properties") pursuant to two offers to purchase dated
July 13, 2012, as amended on
October 22, 2012, that have been entered into by the Corporation and that will be assigned to Nobel REIT.
The first property, located at 1185-1195 Chemin du
Longueuil, Québec (the "
Longueuil Property"), will be acquired for a purchase price of approximately
$11.10 million from Fiducie Immobilière Chemin du
Tremblay, a trust constituted under the laws of Québec. The second property, located at 1190 place Nobel,
Boucherville, Québec (the "
Boucherville Property"), will be acquired for a purchase price of approximately
$3.55 million from 9088-1327 Québec Inc., a corporation incorporated under the laws of the Province of Québec. Completion of the acquisition of the Properties is conditional upon the completion of the Arrangement.
Pursuant to the Arrangement, among other things: (i) the issued and outstanding common shares of the Corporation ("
Shares") will be exchanged for Units on a one (1) for one (1) basis (1 Unit for every 1 Share) (the "
Exchange Ratio"), and (ii) the issued and outstanding options ("
Options") to purchase Shares will be exchanged for options to purchase Units ("
REIT Options") on terms and conditions identical to the terms and conditions of the Options, subject to adjustments to the exercise price of, and the number of Units underlying, the REIT Options based upon the Exchange Ratio.
The purchase price for the Properties is payable in cash and is subject to customary adjustments. In connection with the Arrangement and to finance a portion of the purchase price for the Properties, Nobel REIT intends to conduct the REIT Offering pursuant to which Units would be offered to the public in the provinces of Québec,
British Columbia and
Alberta at a price of
$0.25 per Unit for gross proceeds estimated at
$5.5 million. Further details regarding the proposed REIT Offering will be disclosed when available.
Desjardins Capital Markets (the "
Agent") has been retained to act as agent for Nobel REIT, on a best effort basis, in connection with the REIT Offering. A commission in an amount equal to 7% of the gross proceeds of the REIT Offering will be payable by Nobel REIT and a number of broker warrants equal to 5% of the Units issued as part of the REIT Offering will be issued. The portion of the purchase price for the Properties that is not financed by the REIT Offering is expected to be financed by a new hypothecary loan on the Properties.
The completion of the proposed Qualifying Transaction is conditional upon, among other things, the completion of the REIT Offering (unless the trustees of Nobel REIT determine to proceed with the Qualifying Transaction prior to the closing of the REIT Offering), shareholder approval by special resolution and on a majority of the minority basis, receipt of final order of the Superior Court of Québec and final TSXV acceptance of the proposed Qualifying Transaction. Subject to the conditions and requisite approvals contained herein, the Corporation anticipates completing the Qualifying Transaction by the end of the year.