Wilmington Announces Proposed Acquisition of Interest in Self-Storage Facilities in Southwestern Ontario and Concurrent Offering
09 Julho 2010 - 5:31PM
Marketwired
Wilmington Capital Management Inc. ("Wilmington") (TSX: WCM)(TSX:
WCM.A)(TSX: WCM.B) announced today that a direct wholly-owned
subsidiary of Wilmington has entered into an agreement pursuant to
which Wilmington will acquire (the "Acquisition") a 45.45% indirect
interest in a portfolio of 12 self-storage facilities in
Southwestern Ontario (the "Property Portfolio"). The aggregate cost
of the Property Portfolio, including closing costs, will amount to
approximately $20,700,000 and is expected to be funded with
proceeds from a Term Facility and equity of approximately
$8,000,000. An additional $3,000,000 of equity will be raised for
working capital to fund short term requirements and other
investment opportunities. Wilmington's share of the cash
consideration to complete this initiative is $5,000,000. An
additional 45.45% indirect interest will be acquired by another
investor for $5,000,000, while the remaining consideration will be
funded through the subscription by the principal of the Manager of
the Property Portfolio for the remaining 9.1% interest each as
discussed below.
Wilmington, the other private investor and the principal of the
Manager will each obtain their respective interests in the Property
Portfolio by subscribing for trust units in such number as
represents a 45.45% or 9.1% interest, respectively, in a newly
formed private real estate investment trust (the "Trust"). The
Trust will itself hold the Property Portfolio through a subsidiary
limited partnership (the "Partnership").
In order to fund its component of the purchase price for the
Property Portfolio and further capital for other potential
investments, Wilmington has determined that it is in its best
interests to issue to the public by means of a short form
prospectus up to 7,812,500 class A non-voting shares without par
value ("Class A Shares") at a price of $1.28 per Class A Share on a
best-efforts basis, subject to regulatory approval (the "Offering")
for aggregate gross consideration of $10,000,000.
Potential subscribers pursuant to the Offering should be aware
that in the event that the Offering is oversubscribed, priority
will be given to subscriptions from holders of Class A Shares
("Class A Shareholders") of record as at the close of business on
July 9, 2010 (the "Record Date") (being "Existing A Shareholders")
such that any remaining Class A Shares in the Offering will be
allocated as between subscribers who are not Existing A
Shareholders at the sole discretion of management of Wilmington;
provided that if the Offering is oversubscribed by Existing A
Shareholders, then persons who are not Existing A Shareholders will
not be entitled to participate in the Offering and Existing A
Shareholders will be allocated the entire Offering pro rata as
between them based on their holdings of Class A Shares as at the
Record Date and further provided that if any Existing A Shareholder
has not subscribed for a number of Class A Shares greater than or
equal to such pro rata allocation, then any excess Class A Shares
shall be allocated to Existing A Shareholders in like fashion as
between the remaining Existing A Shareholders participating in the
Offering. Further, subscribers should be aware that management of
the Corporation has the discretion to reject all or any part of a
subscription that would, either independently or in connection with
other subscriptions received by the Corporation, result in a change
of control of the Corporation.
The Offering is being made only in the Provinces of British
Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Newfoundland
and Labrador. Subscriptions will not be accepted from other
jurisdictions.
The Partnership will also enter into a term facility (the "Term
Facility") in an amount equal to the lesser of 60% of the appraised
value of the Property Portfolio and $12,700,000, to be used to fund
the remaining portion of the purchase price. Such Term Facility
will have a term of 7 years, an amortization period of 20 years and
an interest rate of approximately 5.28%. The Term Facility will be
secured by the Property Portfolio and a several guarantee equal to
50% of the Term Facility provided by each of Wilmington, the
private investor and the principal of the Manager in proportion to
their respective interests in the Trust.
The Partnership and the Property Portfolio will be
professionally managed by Real Storage Management Inc. (the
"Manager"), a newly-formed entity whose purpose is to provide
management services to the Partnership. The key executives of the
Manager have been in the self-storage business for over 12 years
and have a proven track record of developing systems and processes
for self-storage facilities developed and operated in British
Columbia, Alberta, Saskatchewan and Ontario and are expected to
apply that expertise to capitalize on significant opportunities
both within the Property Portfolio and within the self-storage
business in general and to pursue, when appropriate, acquisition
opportunities.
Wilmington believes the Acquisition is a major step in meeting
its principal objective of acquiring and holding assets that are
capable of providing stable cash flows and value creation over the
longer term. Wilmington also believes that there will be further
opportunities to invest in additional properties in the Canadian
self-storage industry that meet its objectives.
In addition, Wilmington is pleased to announce the appointment
of Francis Cooke as treasurer in conjunction with the departure of
Lisa Chu. Mr. Cooke brings to Wilmington a wide ranging background
including practicing law in New York and London, England and
consulting with the Boston Consulting Group in Toronto and
Australia. Wilmington wishes to thank Ms. Chu for her ten years of
exemplary service and wishes her well in the future.
Forward Looking Statements
This press release contains forward looking statements. More
particularly, this press release contains statements concerning the
closing of the Offering, the Term Facility and the Acquisition
(collectively, the "Transaction") and the anticipated use of the
net proceeds of the Offering. Although Wilmington believes that the
expectations reflected in these forward looking statements are
reasonable, undue reliance should not be placed on them because
Wilmington 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. The closing of the Transaction could be delayed or
frustrated if all of the conditions thereto are not satisfied or
waived, including if the Offering is delayed or fails to occur
because Wilmington is unable to obtain the necessary regulatory and
stock exchange approvals on the timelines it has anticipated. The
Offering and the Transaction will not be completed at all if these
approvals are not obtained or some other condition to the closing
is not satisfied. The intended use of the net proceeds of the
Offering might also change in certain circumstances.
The forward looking statements contained in this press release
are made as of the date hereof and Wilmington undertakes no
obligations to update publicly or revise any forward looking
statements or information, whether as a result of new information,
future events or otherwise, unless so required by applicable
securities laws.
Reference should also be made to the most recent annual
information form for a description of the major risk factors.
Contacts: Wilmington Capital Management Inc. Joseph F. Killi
President and CEO (416) 867-9370
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