Capital Nobel Inc. Announces Proposed Acquisition of Two Commercial Properties and Trust Reorganization as Qualifying Transaction
MONTREAL, 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 Tremblay, 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, Ontario, 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.
Société Immobilière Maestri Terra Inc. (the "Manager") will be the property and asset manager of Nobel REIT pursuant to a property and asset management agreement to be entered into between Nobel REIT, directly or through one of its affiliates, and the Manager. The Manager is a corporation controlled by Jean-Guy Parent, Yves Maurais and Jean Teasdale, which are directors of the Corporation.
There will be no changes to the insiders of the Corporation as a result of the Proposed Transaction. The officers of the Corporation are Jean Teasdale, Chief Executive Officer and Yves Maurais, Chief Financial Officer. The directors of the Corporation are Jean Teasdale, Yves Maurais, Bernard Grandmont, Jean-Guy Parent and Jacques Girard.
Upon completion of the proposed Qualifying Transaction, the resulting issuer, Nobel REIT, is expected to meet all of the minimum listing requirements for a Tier 2 Real Estate Issuer. It is anticipated that the trustees of Nobel REIT will be Jacques Girard (Chairman of the board of trustees), Jean Teasdale (President and Chief Executive Officer), Bernard Grandmont, Jean-Guy Parent, Yves Maurais, Serge Riopel and Alfred Corriveau and that the Chief Financial Officer of Nobel REIT will be Luc Legros. The background of each trustee and executive officer of Nobel REIT is described below and will be contained in the Corporation's management information circular which will also be available on SEDAR at www.sedar.com.
Description of Target Properties
The first property, located at 1185-1195 Chemin du Tremblay, Longueuil, Québec, is a mixed-used property constructed in 2007 comprising two buildings and located in the heart of Longueuil's commercial area, at the intersection of boulevard Roland-Therrien and Chemin du Tremblay. The 2-storey buildings feature 53,126 square feet of rentable area and are situated on approximately 172,000 square feet of land, with 219 outdoor parking spaces. The property is presently 94% leased. One of buildings, totalling 10,250 square feet, is fully leased to Services Canada until 2018. The principal tenant of the other building is Avril Supermarket until 2017.
This second property is an office building located at 1190 Place Nobel, Boucherville, in the commercial zone of the 20/20. It is located at the intersection of the highway 20 and Volta Street, providing primary visibility and accessibility to major arterials (highways 20, 30 and 132). The three-storey building was built in 2003, using geothermal techniques and high quality material. It is situated on 37,466 square feet of land and comprises 18,976 square feet of rentable area and 61 outdoor parking spaces. The property is currently 100% leased and the principal tenant is Intercom Real Estate Services, which leases 9,995 square feet under a lease expiring in 2022.
Shareholder Meeting to be Announced
The Corporation intends to fix a date for a shareholder meeting to consider approval of the Qualifying Transaction and to mail a management information circular to shareholders in connection therewith following receipt of conditional approval for the Qualifying Transaction from the TSXV.
As Jean-Guy Parent and Yves Maurais, two directors of the Corporation, control 9088-1327 Québec Inc., the owner of the Boucherville Property, and are trustees and beneficiaries of Fiducie Immobilière Chemin du Tremblay, the owner of the Longueuil Property, certain aspects of the Qualifying Transaction will constitute "related party transactions" under TSXV Policy 5.9 - protection of minority shareholders in special transactions and Regulation 61-101 respecting protection of minority security holders in special transactions ("Regulation 61-101") and therefore must be approved by the affirmative vote of a majority of minority of shareholders of the Corporation. Serge Riopel, one of the proposed trustees of Nobel REIT, is also a trustee and beneficiary of Fiducie Immobilière Chemin du Tremblay. In accordance with Regulation 61-101, a valuator has been retained to prepare an independent valuation of the Properties.
Sponsorship of a Qualifying Transaction is required by the TSXV unless exempt in accordance with TSXV policies. The Corporation is currently reviewing the requirements for sponsorship and intends to apply for an exemption from the sponsorship requirements pursuant to the policies of the TSXV. However, there is no assurance that the Corporation will ultimately obtain this exemption. The Corporation intends to include any additional information regarding sponsorship in a subsequent press release.
Proposed Trustees and Executive Officers of Nobel REIT
Jean Teasdale - Chief Executive Officer and Trustee
Jean Teasdale holds a Bachelor degree in Economy and Political Sciences from the University of Montreal and has over 30 years of experience in real estate development. Since September 2011, he has been President of Gestion JFALT Inc., a management consultancy. Since November 2011, he is also the President and Chief Executive Officer of the Manager. In addition, Jean Teasdale has worked on a part-time basis since January 2011 as a Vice-President at construction management company, Urbacon Ltée. Between 2003 and 2010, Jean Teasdale was Vice-President, Real Estate and Commercial Services at Aéroports de Montréal, where he oversaw a $100 million portfolio. From May 2000 to the end of 2002, he was Chief Executive Officer and Chairman of the Board of the Société de développement de la Zone de commerce international de Montréal à Mirabel. From September 2007 to September 2010, Jean Teasdale served as a Public Interest representative on the board of directors of CMA Canada, which represents leading strategic management accounting professionals. From June 2009 to June 2010, he also sat on the board of directors of CVTech Inc., a management company with subsidiaries that manufacture and sell continuously variable power transmission systems and related products for small vehicles. Jean is active with few charitable organizations and is currently member of the Board of "La Fondation des petits trésors".
Bernard Grandmont - Trustee
Bernard Grandmont is a Chartered Accountant and a business consultant with over 30 years of experience. Since 1990, he has been a partner with Raymond Chabot Grant Thornton, a firm comprised of chartered accountants and management consultants that remains active. He currently runs the largest office in the Montérégie region and has been in that position since 1997 (relocated to Brossard in 2010). Over the course of his career, he has been involved with various mandates relating to private financing and corporate reorganizations; he has participated in the elaboration of several prospectuses in the context of initial public offerings; has advised many companies in connection with acquisitions; and has also successfully resolved several disputes between shareholders. Bernard Grandmont is also head of business development at Raymond Chabot Grant Thornton for the greater Montréal area. He is also the managing partner of the other offices in the South Shore and Montérégie regions, namely Sorel, Saint-Hyacinthe, Saint-Jean, Napierville and Valleyfield.
Jean-Guy Parent - Trustee
Jean-Guy Parent is a founder and senior partner of INTERCOM Real Estate Services, a brokerage firm with development and asset management services founded in 1990. He was Mayor of the City of Boucherville from 1978 until 1985. He then served as a member of the Québec National Assembly from 1985 to 1989 and was appointed Minister of Foreign Trade for the Government of Québec in 1985. Jean-Guy Parent sits on a number of boards, including of private real estate investment trusts, and is the Governor of the Fondation de l'Hôpital Pierre-Boucher, the Chambre de commerce et de l'industrie de la Rive-Sud, the Longueuil Symphony Orchestra and UNICEF for the Montérégie region. Since January 2004, Jean-Guy Parent is a director of Noveko International Inc., a company that offers innovative solutions in the environmental and medical fields to help improve the health and well-being of people and animals. He is Vice-Chairman of the board of directors of Noveko International since May 2009 and a member of its audit and governance committees.
Yves Maurais - Trustee
Yves Maurais is a founder and senior partner of INTERCOM Real Estate Services, a brokerage firm with development and asset management services founded in 1990. Yves has been instrumental in the creation and development of major commercial development projects such as Quartier Dix30 in Brossard, Le Faubourg Boisbriand, The Spheretech and the Longueuil campus of the Université de Sherbrooke. He has been a real estate investor for the last fifteen years and has created and managed several private real estate investment trusts. He is also a Senior Partner with Conser Courtier d'affaires inc., a management, administration and corporate merger and acquisition consulting firm that has been active since 1990. Previously, he has held various positions relating to economic development. Involved in his community, he has served for the last two years on the board of the Centre Local de Développement de l'agglomération de Longueuil, which supports business leaders by recommending appropriate resources to meet all the management challenges that they are faced with. He is the current chairman of the Centre. He also serves on the boards of ICSC-Québec (International Council of Shopping Centers, still active), and of various business associations and charities.
Jacques Girard - Chairman and Trustee
Jacques Girard holds a Masters in Law (LL.M.) from the London School of Economics and has been the Chairman of the Board of the International Financial Centre of Montréal, an organization dedicated to Montréal's development as an international financial center, since 1996 and was appointed as its interim Chief Executive Officer in 2005. He has served and continues to serve on numerous boards, including as Chairman of the Board of Domtar, the largest integrated marketer and manufacturer of uncoated freesheet paper in North America and operator of 10 pulp and paper mills, from 1996 to late April 2004. He was the Chairman of the University of Montréal Hospital Centre (CHUM) from 1997 to 2002, Chairman of the Fédération des chambres de commerce du Québec (FCCQ) and is currently a member of the Board of Directors and the Executive Committee of Développement économique Longueuil. He has also served as Québec's Deputy Minister of Education, president of Groupe Québecor Inc. and Chief Executive Officer of Montréal International.
Serge Riopel -Trustee
Serge Riopel is the General Manager of the CN Investment Division in Montreal, which manages one of the largest corporate pension funds in Canada. He has held this position since 1993. Prior to his role as General Manager, he was a Co-Partner at Capital Montérégie, a Venture Capital Group and, three years prior, held the position of Vice-President, Finance and Asset Management, of Société Immobilière Trans-Québec. He is also a current and past-member of various boards including Princeton Developments Ltd., Novacap and Paul Masson Group. He holds a Bachelor of Science degree from McGill University and an MBA from H.E.C. He is also a member of the CN U.S. Subsidiaries Investment Committee.
Alfred Corriveau -Trustee
Alfred Corriveau holds a Bachelor of Economics degree from the University of Ottawa and, from April 1990 to January 2010, has been President of Bombardier Inc., Services Immobiliers, a division of Bombardier that has been at the forefront of the Bois-Franc, Saint-Laurent residential project, the Challenger industrial park and the Challenger golf course. Alfred Corriveau also served as a real estate consultant for Bombardier's other divisions. From 1968 to 1973, he held the title of Chief Operations Officer of A.L. Raymond, a retail food supply business and, thereafter, Marketing Director of Gatineau Westgate, a real estate developer in the region of Hull/Ottawa. In 1976, he was hired by Cadillac Fairview as the Marketing and Sales Director and, in 1980, was hired by Great-West to serve as National Director overseeing their real estate investments. From 1984 to 1986, he was hired as Vice-President of one of Guaranty Trust's subsidiaries where he managed one of their real estate portfolios and, thereafter, founded his own company called RE-ASAM, a firm which specialised in the acquisition, management and consolidation of real estate properties across Canada for pension and investment funds. Alfred Corriveau is implicated with FPC Immobilier and Corlac Immobilier which he founded in January 2010.
Luc Legros - Chief Financial Officer
Luc Legros holds a Bachelor of Commerce degree from Concordia University, a graduate diploma in public accounting from McGill University and has over 27 years' experience in accounting and finance. He has been a Chartered Accountant since 1988 and is a member of the Order of Chartered Professional Accountants of Québec. From August 1985 to October 1992, he worked as an associate at PricewaterhouseCoopers, a multinational public accounting firm. During that time, he acquired extensive experience in many industries, namely the real estate industry. He subsequently held several senior finance positions with real estate companies such as Ivanhoe Cambridge, from September 1994 to June 1998, Nexacor Realty Management, from June 1998 to March 1999, Champlain Residences, from April 2002 to October 2002, Kevric Real Estate Corporation, from July 2005 to August 2007 and 9211-9882 Quebec Inc., from December 2009 to May 2010. He also held various positions with publicly traded companies such as Molson-Coors Inc. (during its merger), from September 2004 to July 2005, and Benvest Capital Inc., from March 1999 to April 2002. Since October 2007, he has worked on a contractual basis as a consultant for numerous companies such as Sanimax, from October 2007 to July 2008, FPInnovations-Forintek, from September 2008 to October 2009, Brault & Bouthillier, from May 2010 to March 2011 and again from September 2011 to June 2012, and Mercer, from April 2011 to September 2011. Since July 2012, he has been working at Société Immobilière MaestriTerra as Chief Financial Officer.
Capital Nobel Inc.
The principal business of the Corporation is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Corporation has not commenced commercial operations and has no assets other than cash.
This press release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Examples of such statements include the intention to complete the proposed transaction and the intention to reorganize the Corporation into a real estate investment trust. Accordingly, readers should not place undue reliance on forward looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect the Corporation.
Completion of the proposed transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and majority of the minority shareholder approval. The proposed transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the proposed transaction, any information released or received with respect to such transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Capital Nobel Inc.