/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES./
MISSISSAUGA, ON, Dec. 7, 2021 /CNW/ - Morguard Real Estate
Investment Trust ("Morguard REIT" or the "REIT") (TSX: MRT.UN),
announced today that it has completed its previously announced
public offering (the "Offering"), on a bought deal basis, of
$150 million aggregate principal
amount of 5.25% convertible unsecured subordinated debentures due
December 31, 2026 (the "Debentures").
The Debentures are convertible, at the option of the holder, into
trust units of Morguard REIT (the "Units") at $7.80 per Unit. The Offering was
underwritten by a syndicate of underwriters co-led by RBC Capital
Markets, TD Securities Inc. and Scotiabank, with RBC Capital
Markets and TD Securities Inc. acting as bookrunners. As part of
the transaction, Morguard Corporation ("Morguard") purchased
$60 million aggregate principal
amount of the Debentures.
The REIT intends to use the net proceeds from the Offering,
together with existing liquidity, to fund the redemption on
December 17, 2021 (the "Redemption")
of all of the REIT's 4.50% convertible unsecured subordinated
debentures (current outstanding principal balance of approximately
$175.0 million) (the "2016
Debentures").
Copies of the REIT's short form prospectus are available on
SEDAR at www.sedar.com.
The Units and the Debentures have not been, nor will they be,
registered under the United States Securities Act of 1933, as
amended, and may not be offered, sold or delivered, directly or
indirectly, in the United States
or to, or for the account or benefit of, "U.S. persons" (as defined
in Regulation S under the United States Securities Act of 1933, as
amended). This press release does not constitute an offer to sell
or a solicitation of an offer to buy any of the securities in
the United States or to, or for
the account or benefit of, U.S. Persons.
Early Warning Disclosure
Prior to the Offering, Morguard (together with Paros Enterprises
Limited ("Paros") and K. Rai Sahi)
owned 44,178,244 Units (including Units issuable upon conversion of
the 2016 Debentures held by Morguard), representing 68.86% of the
outstanding Units. After completion of the Offering, and assuming
full conversion of Morguard's Debentures from the Offering,
Morguard acquired ownership of an additional 7,692,306 Units,
representing approximately 11.99% of the outstanding Units,
calculated on a partially diluted basis. As a result, following the
Offering, Morguard (together with Paros and K. Rai Sahi) owns 51,870,550 Units (including Units
issuable upon conversion of the Debentures and the 2016 Debentures
held by Morguard only), representing 80.85% of the outstanding
Units (76.27% of the outstanding Units after giving effect to the
recently announced Redemption).
Morguard acquired the Debentures for investment purposes.
Morguard and its affiliates may, from time to time, depending on
market and other conditions or relevant factors, increase or
decrease its beneficial ownership, control or direction over
securities of the REIT through market transactions, private
agreements or otherwise.
This press release is being issued pursuant to National
Instrument 62-103 – The Early Warning System and Related Take-Over
Bid and Insider Reporting Issuers which requires a report to be
filed under the REIT's profile on SEDAR (www.sedar.com) containing
additional information respecting the foregoing matters. A copy of
such report may be obtained by contacting Beverley Flynn at Morguard Corporation, 55 City
Centre Drive, Suite 1000, Mississauga,
Ontario L5B 1M3, Tel: 905-281-3800.
About Morguard REIT
Morguard REIT is a closed-end real estate investment trust,
which owns a diversified portfolio of 46 high quality retail,
office and industrial income producing properties in Canada with a book value of $2.5 billion and consisting of approximately 8.3
million square feet of leasable space.
Certain information in this press release may constitute
forward-looking statements that involve a number of risks and
uncertainties, including statements regarding the outlook for the
REIT's business results of operations, proposed use of proceeds
from the Offering (including any redemption) and the timing
thereof. Forward-looking statements use the words "believe",
"expect", "anticipate", "may", "should", "intend", "estimate" and
other similar terms, which do not relate to historical matters.
Such forward-looking statements involve known and unknown risks and
uncertainties and other factors that may cause the actual results
to differ materially from those indicated. Such factors include,
but are not limited to, general economic conditions, the
availability of new competitive supply of commercial real estate
that may become available either through construction or sublease,
the REIT's ability to maintain occupancy and to lease or re-lease
space on a timely basis at current or anticipated rates, tenant
bankruptcies, financial difficulties and defaults, changes in
interest rates, changes in operating costs, the REIT's ability to
obtain adequate insurance coverage at a reasonable cost, the
ability to complete potential acquisitions and the availability of
financing. The REIT believes that the expectations reflected in
forward-looking statements are based on reasonable assumptions;
however, the REIT can give no assurance that actual results will be
consistent with these forward-looking statements. Except as
required by applicable law, the REIT disclaims any intention
or obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise.
Readers should be cautioned not to place undue reliance on the
forward-looking statements.
SOURCE Morguard Real Estate Investment Trust