|By PR Newswire||
|December 14, 2012 08:14 PM EST||
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, Dec. 14, 2012 /CNW/ - Daniel Drimmer announced today that in connection with the completion of the plan of arrangement involving Tanq Capital Corporation ("Tanq") and True North Commercial Real Estate Investment Trust (the "REIT") (the "Arrangement"), as part of Tanq's qualifying transaction as a capital pool company in accordance with Policy 2.2 of the TSX Venture Exchange Corporate Finance Manual, Mr. Drimmer through D.D. Acquisitions Partnership and Drimmer Holdings Ltd. (collectively, the "Acquiror), entities controlled by him, acquired beneficial ownership of 1,656,250 class B limited partnership units ("Class B LP Units") of True North Commercial Limited Partnership, a limited partnership controlled by the REIT. The Class B LP Units are accompanied by 1,656,250 special voting units of the REIT ("Special Voting Units"). The Class B LP Units were issued to the Acquiror pursuant to the terms of the Arrangement whereby shareholders of Tanq exchanged their common shares for either units of the REIT ("Units") or Class B LP Units on an eight for one basis. Pursuant to an exchange agreement dated December 14, 2012, between the REIT, True North Commercial General Partner Corp., Starlight Investments Ltd. and other limited partnerships controlled by the REIT, each Class B LP Unit may be exchanged for one Unit without further consideration at which time a corresponding Special Voting Unit will be cancelled.
Immediately following the completion of the Arrangement, the Acquiror acquired 57,856 Units at a subscription price of $3.74 per Unit by way of a non-brokered private placement financing of the REIT (the "REIT Private Placement").
After giving effect to the Arrangement and the REIT Private Placement, the Offeror shall beneficially own 1,714,106 Units (including the 1,656,250 Units that may be acquired by the Offeror upon the exchange of its Class B LP Units), representing approximately 24.46% of the outstanding Units (based on 7,008,690 Units stated to be outstanding as of December 14, 2012 in the REIT's news release issued on December 14, 2012 and after giving effect to the exchange of all outstanding Class B LP Units for REIT Units on a one-for-one basis).
The 57,856 Units and the 1,656,250 Class B LP Units were acquired for investment purposes pursuant to applicable prospectus exemptions set out in National Instrument 45-106 - Prospectus and Registration Exemptions. The Offeror may from time to time acquire additional securities of the REIT and its controlled entities (whether pursuant to property acquisition transactions or otherwise), dispose of some or all of the securities of any such entity or maintain its current securities position in the entity.
This press release is being issued pursuant to National Instrument
62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting
Issuers which requires a report to be filed under the REIT's profile on SEDAR (www.sedar.com) containing additional information respecting the foregoing matters. A
copy of such report may be obtained by contacting Daniel Drimmer at
SOURCE Daniel Drimmer
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