NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
FOR IMMEDIATE RELEASE June 6, 2016
Vancouver, BC – June 06, 2016. Pure Industrial Real Estate Trust (TSX:AAR.UN) ("PIRET" or the "Trust") announced today that it has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets and RBC Capital Markets, (collectively, the "Underwriters"), to sell, on a bought deal basis, 21,800,000 Units at a price of $5.05 per Unit for gross proceeds of approximately $110 million (the "Offering"). PIRET has also granted the Underwriters an over-allotment option to purchase up to an additional 15% of the Offering on the same terms and conditions, exercisable at any time, in whole or in part, up to 30 days after the closing of the Offering, subject to qualification under the Trust's Base Shelf Prospectus (defined below). The Offering is expected to close on or about June 15, 2016 and is subject to customary conditions, including regulatory approval and the approval of the Toronto Stock Exchange.
PIRET intends to use the net proceeds from the Offering primarily for the repayment of existing indebtedness, to fund a planned development project in Vancouver, for tenant expansion projects in Ontario and the U.S. and for general trust purposes. Pro forma the Offering and the intended use of proceeds therefrom, PIRET's leverage will decline to 43.8% of gross-book value.
The Offering is being made pursuant to the Trust's base shelf prospectus (the "Base Shelf Prospectus") dated June 12, 2014. The terms of the Offering will be described in a prospectus supplement to be filed with Canadian securities regulators.
The Units have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, (the "1933 Act") 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 1933 Act), except pursuant to an exemption from the registration requirements of the 1933 Act. This press release does not constitute an offer to sell or a solicitation of an offer to buy any Units in the United States or to, or for the account or benefit of, U.S. persons.
About Pure Industrial Real Estate Trust
PIRET is an unincorporated, open-ended investment trust that owns and operates a diversified portfolio of income-producing industrial properties in leading markets. PIRET is an internally managed REIT that focuses exclusively on investing in industrial properties.
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Certain statements contained in this news release may constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "plan", "expect", "may", "will", "intend", "should", and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Forward looking statements in this news release include the following: (i) the Offering is expected to close on or about June 15, 2016 and is subject to customary conditions, including regulatory approval and the approval of the Toronto Stock Exchange, (ii) PIRET intends to use the net proceeds from the Offering primarily for the repayment of existing indebtedness, to fund a planned development project in Vancouver, for tenant expansion projects in Ontario and the U.S. and for general trust purposes; and (iii) pro forma the Offering and the intended use of proceeds therefrom, PIRET’s leverage will decline to 43.8% of gross-book value.
The forward-looking statements contained in this news release are based on certain key expectations and assumptions made by PIRET, including: expectations and assumptions concerning receipt of required regulatory approvals and the satisfaction of other conditions to the completion of and use of proceeds from the Offering, and PIRET ability to obtain permanent first mortgage financing for the properties.
Although PIRET believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because PIRET can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the failure to obtain necessary regulatory approvals or satisfy the conditions to closing the Offering or mortgage financings, competitive factors in the industries in which PIRET operates, prevailing economic conditions, and other factors, many of which are beyond the control of the PIRET.
The forward-looking statements contained in this news release represent PIRET’s expectations as of the date hereof, and are subject to change after such date. PIRET disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.
THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE.