C2C Industrial Properties Inc. Announces Services for Shares Settlement
23 Septiembre 2012 - 6:25AM
PR Newswire (Canada)
TORONTO, Sept. 25, 2012 /CNW/ - C2C Industrial Properties Inc. (the
"Company") , announced today that it has agreed to satisfy a
portion of the acquisition and asset management fees owing to
Strathallen Capital Corp. (the "Asset Manager") pursuant to the
asset management agreement dated March 18, 2011, as amended (the
"Asset Management Agreement") between the Company and the Asset
Manager by the issuance of shares. The fees payable to the Asset
Manager by the Company for the period from May 17, 2011 to
September 30, 2012 totalled $1,453,577.67. The Company
proposes to satisfy $711,175.26 of the fees (48.93%) by issuing
158,440 common shares in the capital of the Company in order to
preserve its working capital and funds for future
acquisitions. The issue price of the common shares will be
$4.4886 per share which, in accordance with the Asset Management
Agreement, was the 20-day weighted average trading price of the
common shares immediately prior to approval of the issuance of the
shares. The common shares will be issued in the name of the Asset
Manager and delivered to an escrow agent and released to the Asset
Manager on the basis of 1/3 on the Termination Date, as defined
below, and 1/3 on each of the next two anniversaries of the
Termination Date. For these purposes, the "Termination Date"
means the date that the market value of the Company's assets first
equals or is greater than $500,000,000. The shares issued to the
Asset Manager will be subject to a four month hold period expiring
January 26, 2013, in accordance with the policies of the TSX
Venture Exchange Inc. The issuance of the shares is a "related
party transaction" as defined in Multilateral Instrument 61-101 -
Protection of Minority Security holders in Special Transactions
("MI 61-101") as the Asset Manager is considered to be a non-arm's
length party of the Company. However, the transaction is
exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101 as neither the fair market value of the
common shares issued to the Related Parties nor the fair market
value of the consideration for the transaction exceeded 25% of
C2C's market capitalization, as per section 5.5 and 5.7 of MI
61-101. In addition, independent shareholder approval was obtained
on June 27, 2012 authorizing the issuance of the shares by the
Company in partial satisfaction of the fees owing to the Asset
Manager pursuant to the Asset Management Agreement. A
material change report in respect of this transaction was not filed
at least 21 days in advance of the share issuance. The Company
believes a shorter period between this disclosure and the issuance
of common shares is reasonable, in light of its need to satisfy its
outstanding debts in a timely manner and the relatively small size
of the related party transactions. Further to the TSX Venture
Exchange Inc. bulletin dated as of today's date, the amount of the
indebtedness settled by the Company by the issuance of common
shares is $711,175.26. About C2C Industrial Properties Inc. C2C is
a real estate investment corporation specializing in the
acquisition, ownership and operation of light industrial properties
across Canada. C2C currently owns 21 industrial assets totaling
approximately 2.0 million square feet of gross leasable area. More
information about C2C is available at www.c2cip.com. The TSX
Venture Exchange Inc. has not reviewed and does not accept
responsibility for the adequacy or accuracy of this press release.
C2C Industrial Properties Inc. CONTACT: C2C Industrial Properties
Inc.Chris RossPresident(416) 646-7353
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