NEW YORK, June 29, 2017 /PRNewswire/ -- ACRE Realty
Investors Inc. (NYSE MKT: AIII) (the "Company") today announced
that, on June 28, 2017, it closed the
previously announced sale of its Highway 20 land parcel for a sale
price of $4,725,000. The Company also
announced today that it has received notice that the NYSE MKT has
determined to immediately suspend trading in the Company's common
stock and commence proceedings to delist the Company's common
stock.
On October 13, 2016, the Company
filed a Current Report on Form 8-K to report that, through the
Company's operating partnership, ACRE Realty LP, the Company
entered into a sales contract with Roberts Capital Partners, LLC, a
Georgia limited liability company
("Roberts"), pursuant to which the Company agreed to sell, and
Roberts agreed to purchase, subject to the conditions in the
contract, the Company's Highway 20 land parcel consisting of
approximately 37.693 acres of real property located in Cumming, Forsyth
County, Georgia (the "Highway 20 Property").
The Highway 20 Property was the Company's sole remaining land
asset. As a result of the closing of the sale of the Highway 20
Property, the Company's remaining assets consist entirely of
cash.
In its decision to commence delisting proceedings, the NYSE MKT
cited Section 1002(c) of the NYSE MKT Company Guide, which applies
when a company has sold or otherwise disposed of its principal
operating assets, or has ceased to be an operating company. The
Company has a right to a review of the NYSE MKT's determination to
delist the Company's common stock by a committee of the Board of
Directors of the NYSE MKT. The Company does not intend to exercise
this right at this time.
As previously announced, the Company's Board of Directors has
determined that it is in the best interests of the Company's
shareholders for the Company to dissolve, liquidate and distribute
to shareholders its available assets. The Company's dissolution was
unanimously approved by the Board of Directors but is subject to
shareholder approval. The Company intends to present this proposal
to its shareholders at a special meeting of shareholders at a time,
date and location to be announced. The Company will file prescribed
proxy materials with the Securities and Exchange Commission (the
"SEC") in advance of that meeting. If approved by the Company's
shareholders, the Company intends to file a notice of intent to
dissolve with the Georgia
Secretary of State. After filing the notice of intent to dissolve,
the Company will send or cause written notice of dissolution to be
sent to each known claimant against the Company and will publish a
notice of intent to dissolve in accordance with the requirements of
Georgia law.
In connection with the dissolution, the Company intends to make
adequate provision for all of the Company's existing and reasonably
foreseeable debts, liabilities and obligations. The Company will,
following notice and, if any claims are untimely or rejected in
whole or part, the expiration of the deadline for filing suit by
any claimant, distribute the remainder of any assets to its
shareholders according to their respective rights and
interests.
As of May 31, 2017, in addition to
the Highway 20 Property, the Company had cash and cash equivalents
of approximately $15.2 million.
Today, as a result of the sale of the Highway 20 Property, the
Company has approximately $19.8
million of cash and cash equivalents. While the Company
cannot determine with certainty the amount of liquidating
distributions it will make to its shareholders, the Company expects
to distribute the remaining amount of such cash (which the Company
expects to be substantial) after payment of all of its accrued and
anticipated operating expenses, including expenses associated with
the dissolution, and to conduct an orderly wind down of its
operations. In order to assist the Company in preserving cash
for future distributions to the Company's shareholders, the
Company's external manager, A-III Manager LLC (the "Manager"), has
agreed, commencing June 27, 2017, and
subject to approval by the Company's shareholders of the Plan of
Dissolution that will be presented to the Company's shareholders
for their approval at a special meeting of shareholders, to waive
the management fees and certain expense reimbursements that the
Manager is entitled to receive from the Company under the
management agreement between the Company and the Manager.
Important Additional Information will be filed with the
SEC
This press release is for informational purposes only. It is not
a solicitation of a proxy. In connection with the dissolution, the
Company intends to file with the SEC a proxy statement and other
relevant materials. The Company's shareholders are urged to read
the proxy statement and the other relevant materials when they
become available because they will contain important information
about the dissolution of the Company. Shareholders may obtain a
free copy of the proxy statement and the other relevant materials
(when they become available), and any other documents filed by the
company with the SEC, at the SEC's web site at http://www.sec.gov.
In addition, the Company will make available or mail a copy of the
definitive proxy statement to shareholders of record on the record
date when it becomes available. Shareholders are urged to read the
proxy statement and the other relevant materials when they become
available before making any voting or investment decision with
respect to the dissolution of the Company.
Participants in the Solicitation
The Company and its directors, executive officers and certain
other members of its management and employees may be deemed to be
participants in the solicitation of proxies from the Company's
shareholders in connection with the proposed dissolution. Certain
information regarding the interests of such directors and executive
officers is included in the Company's Annual Report on Form 10-K
filed with the SEC on March 9, 2017
and will be included in the proxy statement relating to the
proposed dissolution when it becomes available.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These statements are
based on the current expectations and beliefs of the Company and
are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in
the forward-looking statements. Such factors and uncertainties
include, but are not limited to, the following: the NYSE MKT's
delisting proceedings; the ability of the Company to obtain
shareholder approval of the proposed dissolution; the Company's
ability to accurately estimate the amounts required to pay all
operating expenses, as well as other known, non-contingent
liabilities through the dissolution and winding up process; the
Company's ability to settle, make adequate provision for or
otherwise resolve its liabilities and obligations; the precise
nature, amount and timing of any distributions to shareholders; the
possibility that any distributions to shareholders could be
diminished or delayed by, among other things, claims and unexpected
or greater than expected expenses; and other statements contained
in this press release regarding matters that are not historical
facts. The Company undertakes no obligation to update any
forward-looking statement in this press release.
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SOURCE ACRE Realty Investors Inc.