Toronto, Ontario–(Newsfile Corp. – September 8, 2022) – On July 19, 2022, 1803299 Ontario Inc. (the “Acquiror”) entered into a commitment letter regarding a credit facility (the “Credit Facility”) with a lender (the “Lender”). As security for the Acquiror’s obligations pursuant to the Credit Facility, on September 8, 2022, the Acquiror pledged 13,455,076 class B limited partnership units in the capital of Nobel REIT Limited Partnership (the “LP Units”), in favour of the Lender (the “Pledge”). Nobel REIT Limited Partnership is a subsidiary of Nexus Industrial REIT (the “REIT”), formerly Nexus Real Estate Investment Trust.
Each LP Unit is economically equivalent to one trust unit in the REIT (the “Units”) and entitles the holder thereof to receive distributions in cash from the REIT equal to the distributions that such holder would have received if it was holding one Unit. In addition, each LP Unit is exchangeable, at any time, at the option of the holder, for one Unit. Each LP Unit has attached to it one special voting unit (the “Special Voting Units”, and with the Units, the “Voting Units”) which provides the holder thereof with voting rights in respect of the REIT.
The number of Voting Units owned or controlled by the Acquiror remained the same before and after the Pledge. The Acquirer beneficially owns a total of 13,455,076 Voting Units, representing approximately 17.09% of the issued and outstanding Voting Units.
Pursuant to the Pledge, the Acquiror pledged 13,455,076 LP Units in favour of the Lender. All dividends paid on the pledged LP Units in the form of capital stock, warrants, rights or options will be pledged as additional collateral and, in the event of a default under the Credit Facility, all voting rights and rights to receive dividends with respect to the pledged LP Units will become vested in the Lender. Prior to an event of default under the Credit Facility, the Acquiror has the right to exercise all voting rights with respect to the pledged LP Units. Upon an event of default under the Credit Facility, the Lender has the right, among others, to transfer all of the pledged LP Units into its name and to sell or dispose of the pledged LP Units.
The Pledge represents a change in a material fact in the Acquiror’s most recent early warning report filed pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103) dated March 3, 2022.
The LP Units are held by the Acquiror for investment purposes. The REIT and the Acquiror have entered into an agreement of purchase and sale for the REIT to acquire certain real estate properties located in London, Ontario. This transaction is not expected to close until 2023. The Acquiror may further acquire or dispose of additional securities of the REIT or its subsidiaries in the future depending on market prices and other various factors including, without limitation, the REIT’s financial position, the price levels of the Units, conditions in the securities markets and general economic and industry conditions, the REIT’s business or financial condition, and other factors and conditions the Acquiror deems appropriate and provided such acquisitions and dispositions may be completed in accordance with applicable securities laws.
This press release is being issued pursuant to NI 62-103 which requires a report to be filed under the REIT’s profile on SEDAR (www.sedar.com) containing additional information respecting the foregoing matters. A copy of such report may be obtained by contacting Kathryn Barbon, Treasurer of the Acquiror at 519.842.3363.
The address for the Acquiror is:
500 Highway 3
Tillsonburg, ON N4G 4H8
The Acquiror is a corporation existing under the laws of the Province of Ontario, the principal business of which is the owning and managing of real property.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
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