Agellan Commercial Real Estate Investment Trust (the REIT) (TSX: ACR.UN) announced today that its Board of Trustees has declared a special non-cash distribution (the Special Distribution) on its issued and outstanding trust units (Units).
The Special Distribution has been declared pursuant to the previously announced arrangement with Elad Genesis Limited Partnership (El-Ad), an affiliate of El-Ad Group, Ltd., pursuant to which El-Ad has agreed to acquire all of the outstanding Units of the REIT for $14.25 in cash per Unit, other than Units already owned by El-Ad or its affiliates (the Arrangement). The Special Distribution is estimated to be $0.26 per Unit and will be paid to unitholders of record on the closing date of the Arrangement (the Closing Date) solely by the issuance of additional Units. The value of each Unit to be issued pursuant to the Special Distribution will be the closing price of the Units on the Toronto Stock Exchange on the last trading day immediately prior to the Closing Date. The REIT currently expects the Closing Date to occur on or about February 19, 2019.
Immediately after the payment of the Special Distribution and in accordance with the terms of the Arrangement, the issued and outstanding Units will be consolidated such that the aggregate number of issued and outstanding Units will be the same as immediately before the Special Distribution. Unitholders not resident in Canada for Canadian federal income tax purposes may be subject to applicable withholding taxes in connection with the payment of the Special Distribution.
The REIT currently expects that a substantial portion of the Special Distribution will be comprised of capital gains. Canadian resident unitholders will generally be required to include their proportionate share of the REITs income (including net taxable capital gain) for the 2019 tax year as allocated and designated by the REIT in computing their respective income for the 2019 tax year. Unitholders are urged to review the REITs management information circular dated December 6, 2018 in respect of the Arrangement which is available under the REITs profile on SEDAR at www.sedar.com for additional information on the tax considerations relating to the Special Distribution and to consult their respective tax advisors.
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About Agellan Commercial Real Estate Investment Trust
The REIT is an unincorporated, open-ended real estate investment trust established pursuant to a declaration of trust under the laws of the Province of Ontario. The REIT has been created for the purpose of acquiring and owning industrial, office and retail properties in select target markets in the United States and Canada.
The REITs 46 properties contain 8.3 million square feet of gross leasable area, with the REITs ownership interest at 7.0 million square feet. The properties are primarily located in major urban markets in the United States.
This press release contains forward-looking information within the meaning of applicable securities legislation, which reflects the REITs current expectations regarding future events. Forward-looking information includes, but is not limited to: statements concerning the Arrangement referred to in this press release and any other statements regarding the REITs expectations, intentions, plans and beliefs.
Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the REITs control that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. These include, but are not limited to, the failure to obtain necessary approvals or satisfy the conditions to closing the Arrangement; the occurrence of any event, change or other circumstance that could give rise to the termination of the Arrangement Agreement; material adverse changes in the business or affairs of the REIT; either partys failure to consummate the Arrangement when required; competitive factors in the industries in which the REIT operates; interest rates; prevailing economic conditions; and other factors, many of which are beyond the control of the REIT. Additional factors and risks which may affect the REIT or its business are described in the REITs annual information form and the REITs managements and discussion and analysis for the year ended December 31, 2017 and in the other reports filed under the REITs profile on www.sedar.com.
The forward-looking information contained in this press release are made as of the date of this press 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.
Glen Ladouceur, Trustee, Chairman
Agellan Commercial Real
Estate Investment Trust
Tel: (416) 593-6800
Fax: (416) 593-6700