Minto Apartment Real Estate Investment Trust Files Final Prospectus For $200 Million Initial Public Offering
Not for distribution to U.S. news wire services or dissemination in the United States
Toronto, Ontario, June 22, 2018 – Minto Apartment Real Estate Investment Trust (the "REIT") and Minto Properties Inc. (“Minto Properties”) announced today that the REIT has filed, and obtained a receipt for, a final long-form prospectus with the securities regulatory authorities in each of the provinces and territories in Canada for an initial public offering of 13,794,000 trust units of the REIT (the “Offering”). The units will be issued at a price of $14.50 per unit and are expected to provide unitholders with an initial annual cash distribution yield of 2.83%. The gross proceeds of the Offering will be $200,013,000.
On closing of the Offering, the REIT will indirectly acquire a portfolio of 22 high-quality income-producing multi-residential rental properties from Minto Properties, one of The Minto Group of companies (collectively, “Minto”), with 4,279 suites, located in Toronto, Ottawa, Calgary and Edmonton (the “Initial Properties”).
Following closing of the Offering, an entity wholly-owned by Minto Properties will retain an aggregate approximate 62.4% ownership interest in the REIT, and an aggregate approximate 56.8% ownership interest in the REIT if the over-allotment option is exercised (in each case, determined as if all exchangeable securities are exchanged for units of the REIT). The net proceeds of the Offering will be used by the REIT to fund the indirect acquisition of the Initial Properties.
The Offering is being underwritten by a syndicate of underwriters jointly bookrun by TD Securities Inc. and BMO Capital Markets, and including CIBC Capital Markets, RBC Capital Markets, Scotiabank, National Bank Financial Inc., Canaccord Genuity Corp., Desjardins Securities Inc., Raymond James Ltd. and Industrial Alliance Securities Inc. (collectively, the “Underwriters”). The REIT has granted to the Underwriters an over-allotment option, exercisable in whole or in part at any time up to 30 days after the closing of the Offering, to purchase up to an additional 2,069,100 units which, if exercised in full, would increase the total gross proceeds of the Offering to $230 million. The net proceeds of the over-allotment option, to the extent exercised, will be used by the REIT for the reduction of the retained interest.
The REIT intends to make its first distribution on August 15, 2018 for the period from closing to July 31, 2018 in the amount of $0.03196 per unit, assuming closing occurs on July 3, 2018. The REIT intends to make subsequent monthly distributions in the estimated amount of $0.03416 per unit commencing on or about September 15, 2018.
The Offering is expected to close on July 3, 2018, subject to customary closing conditions. The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the trust units under the symbol “MI.UN”, subject to fulfilling customary TSX requirements. A copy of the final prospectus containing full details of the Offering and the REIT is available under the REIT's profile on SEDAR at www.sedar.com.
Goodmans LLP is acting as legal counsel to the REIT and Minto Properties, and Blake, Cassels & Graydon LLP is acting as legal counsel for the Underwriters.
No securities regulatory authority has either approved or disapproved the contents of this news release. The securities have not been, nor will they be, registered under the United States Securities Act of 1933 (the "U.S. Securities Act"), 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 U.S. Securities Act) except pursuant to certain exemptions. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Units in the United States or to, or for the account or benefit of, U.S. persons.
About Minto Apartment Real Estate Investment Trust
Minto Apartment Real Estate Investment Trust is an unincorporated, open-ended real estate investment trust established pursuant to a declaration of trust under the laws of the Province of Ontario to own income-producing multi-residential properties located in urban markets in Canada. Following completion of the Offering and related transactions, the REIT will indirectly acquire a portfolio of 22 high-quality income-producing multi-residential rental properties consisting of 4,279 suites, located in Toronto, Ottawa, Calgary and Alberta.
About Minto / Minto Properties Inc.
Minto Properties is a division of The Minto Group of companies and currently owns and operates the properties to be owned by the REIT on completion of the Offering.
The Minto Group is one of the premier real estate companies in Canada with a fully integrated real estate investment, development and management platform. Since its inception in 1955, Minto has built more than 85,000 new homes, and currently manages more than 13,000 rental suites and 2.5 million square feet of office and retail space. As an investment manager, Minto also manages private capital on behalf of institutional clients. Minto has been well recognized by the Canadian real estate industry for its leadership.
This news release may contain forward-looking statements (within the meaning of applicable securities laws) relating to the business of the REIT. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on the REIT’s expectations, estimates, forecasts and projections and include, without limitation, statements regarding the completion of the Offering, the proposed use of proceeds thereof, and the initial annual cash distribution yield. The forward-looking statements in this news release are based on certain assumptions, including without limitation that Offering will be completed on July , 2018 as expected and that the REIT will have sufficient cash to pay its distributions. They are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under the heading “Risk Factors” in the REIT’s final prospectus available at www.sedar.com. There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the REIT assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
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