FOR IMMEDIATE RELEASE
Toronto, ON, June 29, 2012 – TransGlobe Apartment Real Estate Investment Trust (TSX: TGA.UN, TGA.DB) (the “REIT”) announced today that its privatization pursuant to the acquisition agreement with PD Kanco LP and Starlight Investments Ltd. (collectively with their affiliates, “Starlight”), entities controlled by Mr. Daniel Drimmer (the “Transaction”), has been completed. The Transaction, which was announced on April 26, 2012, was approved by the unitholders of the REIT at the annual and special meeting held on June 27, 2012.
As part of the Transaction, CAPREIT Limited Partnership (a subsidiary limited partnership of Canadian Apartment Properties Real Estate Investment Trust, collectively with its affiliates, “CAPREIT”), Timbercreek Asset Management Inc. (collectively with its affiliates, “Timbercreek”) and a wholly-owned subsidiary of the Public Sector Pension Investment Board (“PSP Investments”) each entered into purchase or subscription arrangements with Starlight and/or the REIT. Pursuant to these arrangements, on closing of the Transaction, CAPREIT acquired 14 REIT properties located in Ontario, Québec and Nova Scotia, Timbercreek acquired 26 REIT properties located in Ontario, Québec and Alberta, Starlight acquired 63 REIT properties located in Ontario, Alberta, New Brunswick and Nova Scotia, while a joint venture comprised of Starlight and a subsidiary of PSP Investments acquired the remaining 72 REIT properties, located in Ontario, Nova Scotia and New Brunswick.
Pursuant to the terms of the Transaction, public unitholders shall receive $14.25 in cash per trust unit.
In addition, as previously announced on June 15, 2012, in connection with the completion of the Transaction, the REIT has defeased all of the outstanding 5.40% Extendible Convertible Unsecured Subordinated Debentures due September 30, 2018 (“Debentures”). The completion of the Transaction constitutes a Change of Control under the trust indenture governing the Debentures (the “Indenture”). As a result, pursuant to its obligations under the Indenture, the REIT is offering to repurchase Debentures at a purchase price equal to 101% of the principal amount thereof plus accrued interest, no later than August 7, 2012, and on the other terms and conditions set out in the Indenture. Holders that do not exercise their put rights following such deadline shall be entitled only to continue to receive interest on the Debentures until they are redeemed at par on October 1, 2016 in accordance with the provisions of the Indenture.
With the completion of the privatization, the trust units of the REIT ceased trading on the Toronto Stock Exchange today. It is anticipated that, following closing, the REIT will make application to voluntarily delist the Debentures from the Toronto Stock Exchange.
Certain statements contained in this press release constitute forward-looking information within the meaning of applicable securities laws. Forward-looking information may relate to the REIT’s future outlook and anticipated events or results and may include statements regarding the financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes, plans and objectives of or involving the REIT. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for the REIT or the real estate industry are forward-looking statements. In some cases, forward-looking information can be identified by such terms such as “may”, “might”, “will”, “could”, “should”, “would”, “occur”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue”, “likely”, “schedule”, or the negative thereof or other similar expressions concerning matters that are not historical facts. Some of the specific forward-looking statements in this press release include, but are not limited to, statements with respect to the following: the delisting of the Debentures and the treatment of holders of the Debentures.
The REIT has based these forward-looking statements on factors and assumptions about future events and financial trends that it believes may affect its financial condition, financial performance, business strategy and financial needs, including, but are not limited to, the following: the Canadian economy will remain stable; and interest rates will remain stable
Although the forward-looking statements contained in this press release are based upon assumptions that management of the REIT believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the REIT’s control, that may cause the REIT’s or the industry’s actual results, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, those indentified in the REIT’s materials filed under the REIT’s profile at www.sedar.com.
The forward-looking statements made in this press release relate only to events or information as of the date hereof. Except as required by applicable Canadian law, the REIT undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
For more information, contact:
President, Starlight Investments Ltd.