Cash and exchange options for tax-efficient 7.6% yielding Class A share + preferred share warrant
TORONTO: A preliminary prospectus had been filed with, and a receipt therefor issued by, the securities regulatory authorities in each of the provinces and territories of Canada, for an offering of securities by C.A. Bancorp Canadian Realty Finance Corporation (TSX: RF.PR.A).
THE OFFERING: The Corporation is offering (the “Offering”) units (the “Units”) at a price of $10.00 per Unit. Each Unit consists of one Class A Share and one warrant (a “Warrant”) to purchase one Series 1, Preferred Share (the “Preferred Shares”). Prospective purchasers may purchase Units by (i) cash payment, or (ii) an exchange (the “Exchange Option”) of eligible securities of certain issuers (“Issuers”) at the applicable exchange ratio.
THE CORPORATION'S CLASS A SHARES: The Corporation’s investment objectives with respect to the Class A Shares are to: (i) Pay quarterly cash distributions, initially expected to be $0.19 per quarter per Class A Share or 7.6% per annum, based on the original issue price of $10.00 per Unit; and (ii) To preserve the net asset value of the Class A Shares.
THE WARRANTS: Each Warrant will entitle the holder to purchase one Preferred Share at a subscription price of $23.75 at any time on or before 4:00 p.m. (Toronto time) on September 30, 2011.
THE PREFERRED SHARES: The Corporation’s investment objectives with respect to the Preferred Shares are to: (i) Pay fixed cumulative preferential quarterly cash distributions in the amount of $0.4219 per Preferred Share representing a yield of 6.75% per annum on the original issue price of $25.00 per Preferred Share; and (ii) Return the original issue price of the Preferred Shares ($25.00 per Share) on March 31, 2018.
EXCHANGE OPTION DEPOSIT DATE: The Exchange Option will be open for acceptance by holders of eligible securities of the Issuers until 5:00 pm (Toronto time) on August 22, 2008. Holders of eligible securities who wish to accept the Exchange Option must request their investment advisor, investment dealer, bank, trust company or other nominee to effect the transaction for them and should do so to ensure their securities are deposited by the deadline.
EXCHANGE RATIOS: The number of Units issuable for an eligible security will be determined by dividing (i) the weighted average trading price of such security on the TSX during the three consecutive trading days ended on August 22, 2008 (August 20th, 21st and 22nd) as adjusted to reflect distributions declared by an Issuer that will not be received by the Corporation; by (ii) $10.00. The exchange ratios will be rounded down to four decimal places.
For the complete list of exchange-eligible securities, refer to the press release.
For more information, contact your financial advisor.
A preliminary prospectus dated July 21, 2008 (the “Preliminary Prospectus”) containing important information relating to these securities has been filed with the securities commissions or similar authorities in all provinces and territories of Canada. The Preliminary Prospectus is still subject to completion or amendment. Copies of the Preliminary Prospectus may be obtained from your financial adviser or via SEDAR at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final Prospectus has been issued. Certain statements included in this advertisement constitute forward-looking statements including those identified by the expressions, "will", "anticipate", "believe", "plan", "estimate", "expect", "intend" and similar expressions. Statements that look forward in time or include anything other than historical information are subject to risks and uncertainties, and actual results, actions or events could differ materially from those set forth in the forward-looking statements, including the matters discussed in the “Risk Factors” and others sections of the Preliminary Prospectus. Forward-looking statements are not guarantees of future performance and are by their nature based on numerous assumptions, which include, amongst other things, that (i) a fund can attract and maintain investors and have sufficient capital under management to effect their investment strategies, (ii) the investment strategies will produce the results intended by the portfolio manager, and (iii) the markets will react and perform in a manner consistent with the investment strategies. Although the forward-looking statements contained herein are based upon what the portfolio manager believes to be reasonable assumptions, the reader cannot be assured that actual results will be consistent with these forward-looking statements. The foregoing list is not exhaustive. The reader is cautioned to not place undue reliance on forward-looking statements. Unless required by applicable law, we do not undertake any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This advertisement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or an acceptance of an offer to buy the securities in any province or territory of Canada prior to the time a receipt for the Prospectus is obtained from a securities commission or other similar authority in such province or territory.