FAM Real Estate Investment Trust (the REIT) has completed its initial public offering of units, raising gross proceeds of USD58.8 million. A total of 5,880,000 units ("Offered Units") were sold. Each Offered Unit consists of one trust unit in the capital of the REIT and one quarter of one Trust Unit purchase warrant of the REIT at a price of USD10.00 per Offered Unit.
Each Warrant entitles the holder thereof to acquire one Trust Unit at an exercise price of USD10.50 per Warrant Unit at any time following closing of the Offering and prior to 5:00 pm on 28 December, 2015. The Trust Units and Warrants have commenced trading on the Toronto Stock Exchange under the symbol F.UN and F.WT, respectively.
The Offering was underwritten by a syndicate of underwriters co-led by TD Securities Inc. and National Bank Financial Inc. and included CIBC World Markets Inc, RBC Dominion Securities Inc, Canaccord Genuity Corp., Raymond James Ltd. and Macquarie Capital Markets Canada Ltd.
The REIT used the proceeds of the Offering to acquire a portfolio of 27 income-producing properties located in Manitoba (eighteen properties), Alberta (four properties), Saskatchewan (two properties), Ontario (two properties) and the Northwest Territories (one property) from Huntingdon Capital Corp. ("Huntingdon").
Huntingdon retained an approximate 30% (or an approximate 27% interest in the REIT if the Over-Allotment Option is exercised in full) interest in the REIT (on a fully exchanged basis) through the ownership of Class B limited partnership units of a subsidiary of the REIT, which are economically equivalent to (subject to certain adjustments), and exchangeable for, trust units of the REIT.
The REIT has granted to the underwriters of the Offering an option (the "Over-Allotment Option"), exercisable at any time up to 30 days following closing of the Offering to purchase (i) up to an additional 882,000 Offered Units (the "Additional Offered Units") at a price of USD10.00 per Additional Offered Unit, (ii) up to an additional 882,000 Trust Units (the "Additional Trust Units") at a price of USD9.89 per Additional Trust Unit, (iii) up to an additional 220,500 Warrants (the "Additional Warrants") at a price of USD0.44 per Additional Warrant, or (iv) any combination of Additional Trust Units and/or Additional Warrants so long as the aggregate number of Additional Trust Units and Additional Warrants which may be issued under the Over-Allotment Option does not exceed 15% of the aggregate number of such securities sold pursuant to the Offering, to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the gross proceeds of the Offering will be USD67,620,000.
These securities have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of that Act.