Plaza Retail REIT Announces Bought Deal Public Offering of $20 Million of Trust Units
FREDERICTON, NEW BRUNSWICK--(Marketwired - March 10, 2016) -
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
Plaza Retail REIT ("Plaza" or the "REIT") (TSX:PLZ.UN) is pleased to announce that it has entered into an agreement to sell to a syndicate of underwriters led by RBC Capital Markets, on a bought-deal basis, 4,350,000 trust units (the "Units") of Plaza issued from treasury at a price of $4.60 per Unit for gross proceeds to the REIT of approximately $20 million (the "Offering").
Plaza has granted the Underwriters an over-allotment option (the "Over-Allotment Option"), exercisable in whole or in part up to 30 days after Closing, to purchase up to an additional 652,500 trust units to cover over-allotments, if any. Any Units issued under the Over-Allotment Option will be issued by Plaza from treasury.
Plaza intends to use the net proceeds from the Offering as follows:
(i) approximately $9 million to redeem the currently outstanding
Series B 8.00% convertible subordinated unsecured debentures,
which mature on December 31, 2016 and which have a par call date
of December 31, 2015 (the "Series B Debentures");
(ii) approximately $10 million will be used to repay amounts
outstanding on the REIT's operating line of credit; and
(iii) the remainder, if any, will be used to fund the REIT's future and
on-going development and re-development activities and for general
Plaza intends to provide notice of redemption to holders of the Series B Debentures in March 2016.
Plaza will, within the next few days, file with the securities commissions and other similar regulatory authorities in each of the provinces of Canada, a preliminary short form prospectus relating to the issuance of the Units. Closing of the Offering is expected to take place on or about March 31, 2016.
Upon closing of the Offering (excluding the effect of the Over-Allotment Option), Plaza's debt-to-gross assets ratio (including convertible debentures) will decrease to approximately 54.5% from 56.3% at December 31, 2015, and excluding convertible debentures will decrease to approximately 49.6% from 50.4% at December 31, 2015.
"This de-levering of Plaza's balance sheet (including the redemption of the Series B Debentures which bear interest at 8.0%) will provide us with the flexibility to continue our development and acquisition activities. We currently have 24 projects under development, redevelopment or in planning, totalling approximately 1.5 million square feet, which are expected to be completed between 2016 and 2019," commented Michael Zakuta, President and CEO of Plaza.
The REIT makes monthly cash distribution payments to unitholders of record on each record date. The current indicated monthly cash distribution is $0.02167 per Unit. The first cash distribution to which purchasers of Units under this Offering will be entitled to participate will be for the month of March, expected to have a record date of March 31, 2016 and payment date of April 15, 2016. In November 2015, Plaza announced its 13th consecutive annual distribution increase, with the REIT's Board of Trustees approving a 4.0% increase in Plaza's distribution to an annualized amount of $0.26 per unit.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been and will not be registered under the U.S. Securities Act of 1933 as amended and may not be offered or sold in the United States absent registration or pursuant to applicable exemption from registration.
Plaza is an open-ended real estate investment trust and is a leading retail property owner and developer, particularly in Eastern Canada. Plaza's current portfolio includes interests in 303 properties totaling approximately 7.1 million square feet across Canada and additional lands held for development. Plaza's properties include a mix of strip plazas, stand-alone small box retail outlets and enclosed shopping centres, anchored by approximately 91% national tenants. For more information, please visit www.plaza.ca.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements with respect to the REIT and the Offering. These statements generally can be identified by the use of forward-looking words such as "forecast", "may", "will", "would", "expect", "estimate", "planned", 'anticipate", "intend", "believe" or "continue" or the negative thereof or similar variations. Some of the specific forward-looking statements in this press release include, but are not limited to, statements with respect to the use of proceeds of the Offering, the REIT's expected debt-to-gross assets ratio following closing of the Offering, the redemption of Series B Debentures, the timing of Closing and future development and acquisition activities. The actual results and performance of the REIT could differ materially from those expressed or implied by such statements. See the risk factors in the public filings of the REIT. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Some important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, the failure to receive any required approvals or consents in connection with the Offering, the failure of the REIT to satisfy the conditions of the Offering or otherwise close the Offering, the timing of the record date and payment date of any distributions to Unitholders and eligibility to receive any such distribution and changes in securities or other laws or regulations or the application thereof. The cautionary statements qualify all forward-looking statements attributable to the REIT and persons acting on its behalf. The assumptions made in making forward-looking statements are referred to in the public filings of the REIT. The assumptions made in making forward-looking statements in this press release also include the assumption that the REIT will be in a position to satisfy the conditions in respect of the Offering and complete the Offering. Unless otherwise stated, all forward-looking statements speak only as of the date of this press release. Except as required by applicable law, the REIT specifically disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise. Additional information about these assumptions and risks and uncertainties are more fully described in the REIT's regulatory filings that can be obtained on SEDAR at www.sedar.com.
FOR FURTHER INFORMATION PLEASE CONTACT:
Plaza Retail REIT
President and Chief Executive Officer
Plaza Retail REIT
Chief Financial Officer