VANCOUVER, British Columbia, Aug. 19, 2024 (GLOBE NEWSWIRE) -- AIP Realty Trust (the “Trust” or “AIP”) (TSXV: AIP.U) today announces that it has completed the second tranche of a non-brokered private placement (the “Financing”) of Preferred Units – Series B Convertible (each, a “Preferred Unit”) at a price of US$0.50 per Preferred Unit.
The Financing has closed two tranches, with the first occurring on April 19, 2024 and the second occurring on August 16, 2024. The Trust issued 1,900,000 Preferred Units for aggregate gross proceeds of US$950,000 pursuant to the second tranche of the Financing for a total of 3,000,000 Preferred Units for aggregate gross proceeds of US$1,500,000 under both tranches.
All other terms remain the same as previously announced by the Trust in its April 19, 2024 press release. The terms and conditions of the Preferred Units have been filed on the Trust’s profile at www.sedarplus.com.
Pursuant to the subscription agreements to be entered into between each subscriber and the Trust, each subscriber will be subject to, among other things (i) coattail provisions to be adhered to in the case of a potential transfer of Preferred Units and (ii) a covenant by the Trust to purchase the Preferred Units from the subscriber in the event that the Preferred Units are to convert pursuant to item (C)(4) of the designation, limitations, rights, privileges, restrictions and conditions attaching to the Preferred Units should a subscriber beneficially own, or exercise control or direction over that number of voting securities of the Trust which is greater than 9.9% of the total issued and outstanding voting securities of the Trust.
The Trust intends to use the proceeds of the Private Placement for working capital and general corporate purposes.
Completion of the Financing remains subject to approval from the TSX Venture Exchange (the “TSXV”).
Each of the Preferred Units issued under the second tranche of the Financing will be subject to a four month and one day hold period from the date of issuance. There were no finder’s fees paid in connection with the Financing.
In connection with the closing of the second tranche of the Financing, one of the subscribers in the Financing (the “Subscriber”) acquired ownership and control of 1,000,000 Preferred Units for aggregate consideration of US$500,000 (or $685,750 ($0.68575 per Preferred Unit) based on the Bank of Canada’s daily average exchange rate for August 15, 2024, being US$1.00 = $1.3715). Prior to the closing of the second tranche of the Financing the Subscriber did not own any securities of AIP. Following closing, the Subscriber owns and controls, directly or beneficially, an aggregate of 1,000,000 Preferred Units representing approximately 12.62% of the issued and outstanding voting securities of the Trust.
The Preferred Units purchased by the Subscriber were acquired in the Financing and such purchase did not take place through the facilities of any market for the Trust’s securities. The acquisition of the Preferred Units by the Subscriber was effected for investment purposes and the Subscriber may increase or decrease their investments in the Trust at any time, or continue to maintain their current investment position, depending on market conditions or any other relevant factor.
This portion of this new release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires an early warning report for the Subscriber to be filed on SEDAR+ (www.sedarplus.com) containing additional information with respect to the foregoing matters. A copy of the related early warning report may be obtained on the Trust’s SEDAR+ profile once filed or by contacting Leslie Wulf or Greg Vorwaller, on behalf of the Subscriber, in accordance with the contact information provided below.
About AIP Realty Trust
AIP Realty Trust is a real estate investment trust with a growing portfolio of AllTrades branded Serviced Industrial Business Suites (“SIBS”) light industrial flex facilities focused on small businesses and the trades and services sectors in the U.S. These properties appeal to a diverse range of small space users, such as contractors, skilled trades, suppliers, repair services, last-mile providers, small businesses and assembly and distribution firms. They typically offer attractive fundamentals including low tenant turnover, stable cash flow and low capex intensity, as well as significant growth opportunities. With an initial focus on the Dallas-Fort Worth market, AIP plans to roll out this innovative property offering nationally. AIP holds the exclusive rights to finance the development of and to purchase all the completed and leased properties built across North America by its development and property management partner, AllTrades Industrial Properties, Inc. For more information, please visit www.aiprealtytrust.com.
For further information from the Trust, contact:
Leslie Wulf
Executive Chairman
(214) 679-5263
les.wulf@aiprealtytrust.com
Or
Greg Vorwaller
Chief Executive Officer
(778) 918-8262
Greg.vorwaller@aiprealtytrust.com
Cautionary Statement on Forward-Looking Information
This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of AIP Realty Trust with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding the ability to obtain regulatory and unitholder approvals and other factors. When or if used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to proposed financing activity, proposed acquisitions, regulatory or government requirements or approvals, the reliability of third-party information and other factors or information. Such statements represent the Trust’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Trust, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward- looking statements. The Trust does not intend, and do not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release is not an offer of securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an exemption from registration under U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The Trust has not registered and will not register the securities under the U.S. Securities Act. The Trust does not intend to engage in a public offering of their securities in the United States.
Source: AIP Realty Trust
