June 27, 2012 at 18:32 PM EDT
Timbercreek Files Final Prospectus for $130,000,000 Offering
Toronto Stock Exchange: MTG
TORONTO, June 27, 2012 /CNW/ - Timbercreek Senior Mortgage Investment Corporation (the "Company") is pleased to announce that it has filed a final prospectus (the "Prospectus") dated June 26, 2012 with the securities regulatory authorities in each of the provinces and territories of Canada, other than Quebec, and a receipt therefor has been received. A copy of the Prospectus will be available on SEDAR (www.sedar.com).
The Prospectus qualifies the distribution (the "Offering") of up to 13,000,000 million Class A Shares ("Class A Shares") of the Company at a price of $10 per Class A Share for total gross proceeds to the Company of up to $130,000,000. The Company proposes to offer, concurrently with the Offering, subscription receipts (the "Subscription Receipts") at a price of $10 per Subscription Receipt, on a private placement basis, each of which will represent the right to receive 1.0402 Class A Shares, pursuant to the terms and conditions of subscription receipt agreements. Accordingly, it is intended that the Prospectus will also qualify the issuance of up to 3,356,919 Class A Shares by the Company upon the Subscription Receipts being exchanged for Class A Shares in accordance with the terms thereof. The outstanding Class A Shares are listed and posted for trading on the Toronto Stock Exchange under the symbol "MTG".
The Offering is scheduled to close on or about July 4, 2012. The syndicate of agents is co-led by Raymond James Ltd., TD Securities Inc. and CIBC and including BMO Nesbitt Burns Inc., GMP Securities L.P., RBC Dominion Securities Inc., National Bank Financial Inc., Scotiabank, Manulife Securities Incorporated, Canaccord Genuity Corp. and Macquarie Capital Markets Canada Ltd. (the "Agents").
The Company has granted to the Agents an option (the "Over-Allotment Option"), exercisable in whole or in part for a period of 30 days following the closing of the Offering, to purchase an aggregate of up to 15% of the aggregate number of Class A Shares issued at the closing of the Offering (excluding the Class A Shares qualified under the Prospectus and issued by the Company when the Subscription Receipts are exchanged for Class A Shares) at a price of $10.00 per Class A Share. The Prospectus qualifies the distribution of the Over-Allotment Option and the Class A Shares issuable on the exercise of the Over-Allotment Option. If the Over-Allotment Option is exercised in full, the total price to the public under the maximum offering will be $149,500,000.
Net proceeds from the Offering will be used to acquire and manage a diversified portfolio made up of first mortgages with customized terms (the "Customized First Mortgages") that are secured by primarily residential (including multi-residential) real estate as well as office, retail and industrial properties, located primarily in large urban markets and their surrounding areas.
The investment objective of the Company is, with a primary focus on capital preservation, to acquire and maintain a diversified portfolio of Customized First Mortgages in order to permit the Company to pay monthly distributions to its shareholders. The Company is managed by Timbercreek Asset Management Ltd. (the "Manager"). The Manager also acts as portfolio adviser for the Company.
For the period ending January 31, 2013, the Manager is currently targeting an aggregate annualized yield of approximately 6%, net of all fees and expenses of the Company. Thereafter, in the long-term, the Manager is targeting an aggregate annual yield (net of all fees and expenses of the Company) equal to the then current yield to maturity on the two-year Government of Canada bond yield plus 350 basis points.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities of the Company in the United States, nor shall there be any sale of the securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.
Certain statements included in this news release constitute forward-looking statements, including, but not limited to, those identified by the expressions "expect", "intend", "will" and similar expressions to the extent they relate to the Company. The forward-looking statements are not historical facts but reflect the Manager's current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Although the Manager believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, readers are cautioned not to place undue reliance on such statements due to the inherent uncertainty therein. The Manager undertakes no obligation to update publicly or otherwise revise any forward-looking statement or information whether as a result of new information, future events or other factors which affect this information, except as required by law.
The Offering is only made by Prospectus. The Prospectus contains important detailed information about the securities being offered. Copies of the Prospectus may be obtained from any of the Agents. Investors should read the Prospectus before making an investment decision.
SOURCE Timbercreek Senior Mortgage Investment Corporation
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