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TORONTO, Feb. 07 2022 (GLOBE NEWSWIRE) — Slate Office REIT (TSX: SOT.UN) (the “REIT”), owner and operator of office properties, today announced that the Scheme of Arrangement1 with respect to the firm offer of the REIT2 to acquire all of the issued and outstanding shares of Yew Grove REIT plc (a real estate investment trust incorporated in Ireland which is dual listed on Euronext Dublin (Ireland) and on the AIM market of the London Stock Exchange) (“Yew Grove”) , for a cash consideration of €1.017 per share (the “Proposed Acquisition”), became effective today, February 7, 2022, thereby completing the closing of the Proposed Acquisition.
The REIT has acquired a portfolio of 23 modern, fit-for-purpose properties, supported by strong, credit-quality tenants concentrated in technology, life sciences and essential industries, which are driving strong demand for office space In the region. In addition to expanding the REIT’s existing portfolio, the transaction significantly expands the REIT’s pipeline of future acquisitions of properties with portfolio-like metrics in the region.
Steve Hodgson, CEO of the REIT, said, “With the closing of this transaction, we are further enhancing the quality, diversity and scale of our portfolio and establishing a solid platform for continued growth in a market with attractive investment fundamentals and a tailwind economy. Our team’s ability to source and execute this transaction at a substantial discount to replacement cost and with significant rental upside potential will continue to drive organic earnings growth and create long-term value for our tenants. of shares. We look forward to joining the Yew Grove team and working closely together to seek out future investment opportunities in Ireland and beyond.
The proposed acquisition was partially financed by the previously announced private placement of 1,183,800 units of the REIT (each, a “Unit”) at a price of C$4.90 per Unit for gross proceeds of C$5.8 million (the “Private Placement”) to Slate Asset Management LP, proceeds from the sale of 11,225,000 REIT subscription receipts (the “Subscription Receipts”) at a price of C$4.90 per Subscription Receipt for proceeds gross of approximately C$55.0 million and aggregate principal amount of C$75.0 million of 5.50% extendable convertible unsecured subordinated debentures of the REIT (the “Debentures”) which closed on November 19, 2021 ( collectively, the “Offering”), as well as the issuance of an additional C$9.2 million aggregate principal amount of Debentures pursuant to the Partial Offering the exercise of the Debenture Over-Allotment Option granted by the REIT to the syndicate of underwriters in connection with the placement, which closed on 17 d December 2021.
Subscription receipts, debentures and private placement units
Concurrent with the entry into force of the plan of arrangement and the closing of the proposed acquisition, the REIT closed the private placement, the conversion of the subscription receipts and the issuance of units relating thereto, and the maturity date of the debentures was automatically extended to December 31, 2026.
Following completion of the Proposed Acquisition: (i) one Unit will automatically be issued in exchange for each Subscription Receipt (subject to customary anti-dilution protection), without payment of additional consideration or further action by of the holder thereof, (ii) an amount per Subscription Receipt equal to the amount per Unit of any cash distributions made by the REIT for which record dates have occurred during the period from the closing of the offering until on the date immediately preceding the date on which the Units are issued inclusively, less any applicable withholding tax, will become payable in respect of each Subscription Receipt, and (iii) the net proceeds of the sale of the Subscription Receipts was released from escrow in favor of the REIT. Trading of the Subscription Receipts on the Toronto Stock Exchange will be halted, and the Subscription Receipts are expected to be delisted and the Units issued in exchange for the Subscription Receipts will begin trading immediately on the Toronto Stock Exchange.
About Slate Office REIT (TSX: SOT.UN)
Slate Office REIT owns and operates office properties. The REIT owns interests in and operates a portfolio of 55 strategic and well-located real estate assets in major population centers in North America and Europe. The majority of the REIT’s portfolio is made up of governments or high quality tenants. The REIT acquires quality assets at below replacement cost and creates value for unitholders by applying practical asset management strategies to increase rental income, extend lease terms and increase interest rates. ‘occupation. Visit slateofficereit.com to learn more.
About Slate Asset Management
Slate Asset Management is a global real estate-focused alternative investment platform. We focus on fundamentals with the aim of creating long-term value for our investors and partners. Slate’s platform covers a range of investment strategies, including opportunistic, value-added, core plus and debt investing. We are backed by exceptional people and flexible capital, enabling us to create and execute a wide range of attractive investment opportunities. Visit slateam.com to learn more.
Declarations required by Irish takeover rules
The REIT Trustees accept responsibility for the information contained in this announcement. To the best of the knowledge and opinion of the Trustees of the REIT (who have taken all reasonable precautions to ensure that such is the case), the information contained in this announcement is consistent with the facts and does not omit anything likely to ‘affect the import of such information.
Certain information contained herein constitutes “forward-looking information” within the meaning of Canadian securities laws which reflects management’s expectations regarding objectives, plans, goals, strategies, future growth, results of operations, performance, business prospects and opportunities of the REIT. The words “plans”, “expects”, “does not expect”, “expects”, “estimates”, “intends”, “anticipates”, “does not anticipate”, ” plans”, “believes”, or variations of these words and phrases or statements to the effect that certain actions, events or results “could”, “will”, “could”, “would”, “could”, “would”, will occur”, “will be achieved” or “will continue” and similar expressions identify forward-looking statements. These forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
Forward-looking statements are necessarily based on a number of estimates and assumptions which, although considered reasonable by management as of the date hereof, are inherently subject to significant business, economic and competitive uncertainties and contingencies. When relying on forward-looking statements to make decisions, the REIT cautions readers against placing undue reliance on such statements because forward-looking statements involve significant risks and uncertainties and should not be construed as guarantees of future performance or results, and will not necessarily be precise indications of the times at which or by which such performance or results will be achieved. A number of factors could cause actual results to differ, possibly materially, from the results discussed in the forward-looking statements. Additional information on risks and uncertainties is contained in the REIT’s filings with securities authorities.
For more information
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1 The scheme of arrangement is defined herein as the scheme of arrangement under the Companies Act 2014 of Ireland to effect the Proposed Acquisition.
2 Binding Offer is defined here as a binding intention to make an offer under Rule 2.5 of the Irish Takeover Bid Rules.