NOT FOR DISTRIBUTION IN THE U.S. OR OVER U.S. NEWSWIRES
Toronto, ON (August 11, 2014) – True North Apartment Real Estate Investment Trust (the “REIT”) (TSX: TN.UN, TN.DB) is pleased to announce it has filed a preliminary short form base shelf prospectus. The preliminary short form base shelf prospectus was filed with the securities commissions in each of the provinces and territories of Canada, but has not yet become final for the purposes of the sale of securities.
Once receipts are obtained for the final short form base shelf prospectus (the “Prospectus”), the REIT may issue trust units, unsecured debt securities, subscription receipts, warrants, or any combination of such securities as units (collectively, the “Securities”), in amounts, at prices, and on terms based on market conditions at the time of sale and set forth in an accompanying prospectus supplement, for an aggregate offering amount of up to $500 million, during the 25 month period the Prospectus remains valid.
The REIT intends to file the Prospectus to maintain financial flexibility and to have the ability to offer the Securities on an accelerated basis pursuant to the filing of prospectus supplements. The filing of the final short form base shelf prospectus will position the REIT to be able to react quickly to market opportunities to raise additional financing.
Certain statements contained in this press release constitute forward-looking information within the meaning of Canadian securities laws. Forward looking statements are provided for the purposes of assisting the reader in understanding the REIT’s financial performance, financial position and cash flows as at and for the periods ended on certain dates and to present information about management’s current expectations and plans relating to the future and readers are cautioned such statements may not be appropriate for other purposes. Forward-looking information may relate to future results, performance, achievements, events, prospects or opportunities for the REIT or the real estate industry and may include statements regarding: the REIT’s financial position; business strategy; budgets; litigation; projected costs; capital expenditures; financial results; occupancy levels; average monthly rents; taxes; the REIT’s intention with respect to, and ability to executive, its internal and external growth strategies; the REIT’s distribution policy and the distributions to be paid to holders of the REIT’s trust units; the distributions to be paid to holders of class B limited partnership units of the REIT’s subsidiary limited partnerships; the REIT’s debt strategy; plans and policies regarding capital expenditures; the REIT’s payout ratio; the REIT’s use of its normal course issuer bid; future geographic diversification; determinations of investment property fair values; per suite repair and maintenance expenditures; the REIT’s ability to meet its obligations and the REIT’s use of Canada Mortgage and Housing Corporation insured debt and the ability of the REIT to qualify as a “mutual fund trust”, as defined in the Income Tax Act (Canada) (the “Tax Act”), and as a “real estate investment trust”, as defined in the rules applicable to “SIFT trusts” and “SIFT partnerships” (each as defined in the Tax Act). 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”, “seek”, “aim”, “estimate”, “target”, “goal”, “project”, “predict”, “forecast”, “potential”, “continue”, “likely”, “schedule”, or the negative thereof or other similar expressions concerning matters are not historical facts. Some of the specific forward looking statements in this press release include the filing of the Prospectus and supplements thereto and the offering of Securities pursuant to the Prospectus.
Forward looking statements necessarily involve known and unknown risks and uncertainties, that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, assumptions may not be correct and objectives, strategic goals and priorities will not be achieved. A variety of factors, many of which are beyond the REIT’s control, affect the operations, performance and results of the REIT and its business, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. These factors include, but are not limited to; the risks discussed in the REIT’s materials filed with Canadian securities regulatory authorities from time to time, including those related to the real estate industry (real property ownership and tenant risks, credit risk and tenant concentration, interest rate risk, government regulation and environmental matters, competition, and illiquidity of real estate investments); the REIT and its business (public market risk, acquisitions, access to capital and financing risk, potential conflicts of interest with the trustees of the REIT, litigation risks, taxation matters, and significant ownership by Daniel Drimmer and his affiliates); and the trust units of the REIT (volatile market price, return on investment not guaranteed, structural subordination, dilution, unitholder liability, nature of investment). The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward looking statements as there can be no assurance actual results will be consistent with such forward looking statements.
Information contained in forward looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances, including the following: the Canadian economy will remain stable over the next 12 months; inflation will remain relatively low; interest rates will remain stable; conditions within the real estate market, including competition for acquisitions, will be consistent with the current climate; the Canadian capital markets will provide the REIT with access to equity and/or debt at reasonable rates when required; and that the risks referenced above, collectively, will not have a material impact on the REIT. While management considers these assumptions to be reasonable based on currently available information, they may prove to be incorrect.
The forward-looking information included in this press release relate only to events or information as of the date hereof. Except as specifically required by applicable Canadian law, the REIT undertakes no obligation to update or revise publicly any forward-looking information, 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.
About the REIT
The REIT is an unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario. The REIT focuses on a long-term strategy to generate stable cash distributions on a tax-efficient basis for unitholders. The REIT intends to actively look for opportunities to expand its asset base and increase its distributable cash flow through acquisitions of additional multi-suite residential rental properties across Canada, the United States and other jurisdictions where opportunities may arise.
Additional information concerning the REIT is available at www.sedar.com.
For further information, please contact:
President and Chief Executive Officer
Chief Financial Officer and Secretary