/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
The base shelf prospectus is accessible, and
the shelf prospectus supplement will be accessible within two
business days, through SEDAR+
TORONTO, Oct. 2, 2024
/CNW/ - Primaris Real Estate Investment Trust ("Primaris" or the
"Trust") (TSX: PMZ.UN) and Canada Pension Plan Investment Board
(the "Selling Unitholder") announced today that they have entered
into an agreement with a syndicate of underwriters co-led by RBC
Capital Markets, Desjardins Capital Markets, TD Securities Inc.,
CIBC Capital Markets, National Bank Financial Inc.
and Scotiabank (the "Underwriters") pursuant to which the
Underwriters will purchase, on a bought-deal basis, an aggregate of
4,475,119 units of Primaris ("Units") at a price of $15.55 per Unit (the "Offering"). The Offering
consists of a treasury offering of 2,187,836 Units by Primaris and
a secondary offering of 2,287,283 Units by the Selling Unitholder.
On closing of the Offering, Primaris and the Selling Unitholder
will receive gross proceeds of approximately $34.0 million and $35.6
million, respectively. Following the Offering, the Selling
Unitholder will not hold any units of the Trust. The Offering is
expected to close on or about October 9,
2024, and is subject to customary conditions, including the
approval of the Toronto Stock Exchange.
"Primaris is very excited to announce this treasury and
secondary offering, uniquely structured in association with the
acquisition of Les Galeries de la Capitale. With this acquisition
Primaris again demonstrates its distinct profile as an attractive
buyer for large, high-quality market leading Canadian shopping
centres," said Alex Avery, Chief
Executive Officer. "This Offering will increase Primaris' public
float and enhance the trading liquidity of Primaris' units, to the
benefit of all unitholders."
"Consistent with our prior acquisitions, we included a
significant portion of equity and exchangeable preferred equity in
the consideration for this acquisition, which we value at our IFRS
NAV, allowing Primaris to maintain its best-in-class financial
leverage metrics," commented Rags Davloor, Chief Financial Officer.
"With the addition of the cash election option in this transaction,
we were able to effectively redirect precisely the same number of
units issuable under the acquisition agreement to a broad audience
of investors. Absent this deal structure, Primaris would not issue
equity units from treasury at current market pricing, below IFRS
NAV."
Primaris has granted the Underwriters an over-allotment option
to purchase up to an additional 328,175 Units from treasury on the
same terms and conditions, exercisable at any time, in whole or in
part, for a period of 30 days following the closing of the
Offering. If the over-allotment option is exercised in full, the
total gross proceeds of the treasury offering to Primaris will be
approximately $39.1 million.
If the over-allotment option is fully exercised, the Offering
will consist of a treasury offering of 2,516,011 Units, being
precisely the number of units that comprised the equity component
of the purchase price that was payable to the vendors pursuant to
the acquisition of Les Galeries de la Capitale (the "Acquisition").
The Acquisition, announced September 25th, closed
as expected on October 1, 2024. This
number of units is equivalent to $55
million if valued at the Trust's Q1 2024 NAV** per unit of
$21.86, being the most recently
published NAV at the time the acquisition price was negotiated, and
$34.1 million based on the
$13.55 market unit price at the time
the price was negotiated.
As previously disclosed, Primaris negotiated the right to
satisfy the equity component of the purchase price with either
2,516,011 Units or a cash payment of $34.1
million. The Trust elected the cash consideration option in
advance of the closing of the Acquisition. Primaris intends to use
the net proceeds of the treasury offering (including any proceeds
from the exercise of the over-allotment option) to repay
indebtedness incurred to fund a portion of the cash purchase price
of the Acquisition (which includes the cash payment election of
$34.1 million).
The Units being offered through the secondary offering are the
Units resulting from the exchange of the Selling Unitholder's
$50 million of face value 6.25%
exchangeable preferred equity units issued to the Selling
Unitholder as partial consideration pursuant to the
Acquisition.
The Units will be offered in all provinces and territories of
Canada pursuant to Primaris' base
shelf prospectus, dated August 6,
2024, as supplemented by a prospectus supplement to be filed
with the Canadian securities regulators in all of the provinces and
territories of Canada. Access to
the shelf prospectus supplement, the corresponding base shelf
prospectus and any amendment to the documents is provided in
accordance with securities legislation relating to procedures for
providing access to a shelf prospectus supplement, a base shelf
prospectus and any amendment to the documents. The base shelf
prospectus is accessible, and the shelf prospectus supplement will
be accessible within two business days, through SEDAR+ at
www.sedarplus.com.
An electronic or paper copy of the shelf prospectus supplement,
the corresponding base shelf prospectus and any amendment to the
documents may be obtained, without charge, from: RBC Dominion
Securities Inc., 180 Wellington Street West, 8th Floor,
Toronto, ON M5J 0C2, Attention:
Distribution Centre, by e-mail at Distribution.RBCDS@rbccm.com;
Desjardins Capital Markets by mail at 25 York St., 10th Floor,
Toronto, Ontario M5J 2V5,
Attention: Equity Capital Markets, by email at ecm@desjardins.com;
or TD Securities Inc. at 1625 Tech Avenue, Mississauga, Ontario, L4W 5P5, Attention:
Symcor, NPM, or by telephone at (289) 360-2009 or by email at
sdcconfirms@td.com; by providing the contact with an email address
or address, as applicable. The base shelf prospectus and prospectus
supplement will contain important detailed information about the
Trust and the proposed offering. Prospective investors should read
the shelf prospectus and prospectus supplement (when filed) and the
other documents the Trust has filed on SEDAR+ before making an
investment decision.
The Units have not been, and will not be, registered under the
United States Securities Act of 1933, as amended, (the "U.S.
Securities Act") or any state securities law and may not be offered
or sold in the United States and,
accordingly, may not be offered, sold or delivered, directly or
indirectly, in the United States
or to, or for the account or benefit of, U.S. Persons except
pursuant to an exemption from the registration requirements of the
U.S. Securities Act and applicable state securities laws. This news
release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the Units in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
About Primaris Real Estate Investment Trust
Primaris is Canada's only
enclosed shopping centre focused REIT, with ownership interests
primarily in leading enclosed shopping centres located in growing
mid-sized markets. The portfolio totals 38 properties, or 13.3
million square feet valued at approximately $4.1 billion at Primaris' share. Economies of
scale are achieved through its fully internal, vertically
integrated, full-service national management platform. Primaris is
very well-capitalized and is exceptionally well positioned to take
advantage of market opportunities at an extraordinary moment in the
evolution of the Canadian retail property landscape. For more
information, please visit www.primarisreit.com.
Forward-Looking Information
Certain statements included in this news release constitute
"forward-looking information" or "forward-looking statements"
within the meaning of applicable securities laws. The words "will",
"expects", "plans", "estimates", "intends" and similar expressions
are often intended to identify forward-looking statements, although
not all forward-looking statements contain these identifying words.
Specific forward-looking statements made or implied in this news
release include but are not limited to statements regarding: the
terms of the Units, the date of closing, the use of proceeds from
the Offering, the issuance of Units, if any, pursuant to the
over-allotment option and the enhancement to the float and
liquidity of Primaris' units. These statements are based on factors
or assumptions that were applied in drawing a conclusion or making
a forecast or projection, including assumptions based on historical
trends, current conditions and expected future developments. Since
forward-looking statements relate to future events and conditions,
by their very nature they require making assumptions and involve
inherent risks and uncertainties. Primaris cautions that although
it is believed that the assumptions are reasonable in the
circumstances, these risks and uncertainties give rise to the
possibility that actual results may differ materially from the
expectations set out in the forward-looking statements. Material
risk factors and assumptions include those set out in Primaris'
management's discussion and analysis and annual information form
for the year ended December 31, 2023,
which are available on SEDAR+, and in Primaris' other materials
filed with the Canadian securities regulatory authorities from time
to time. Given these risks, undue reliance should not be placed on
these forward-looking statements, which apply only as of their
dates. Other than as specifically required by law, Primaris
undertakes no obligation to update any forward-looking statements
to reflect new information, subsequent or otherwise.
Non-GAAP Measures
The Trust's financial statements are prepared in accordance with
International Financial Reporting Standards ("IFRS"). However,
Primaris also uses a number of measures which do not have a
standardized meaning prescribed under generally accepted accounting
principles ("GAAP") in accordance with IFRS. These non-GAAP
measures, which are denoted in this press release by the suffix
"**" include non-GAAP financial measures and non-GAAP ratios, each
as defined in National Instrument 52-112, Non-GAAP and Other
Financial Measures Disclosure ("NI 52-112"). None of these non-GAAP
measures should be construed as an alternative to financial
measures calculated in accordance with GAAP. Furthermore, these
non-GAAP measures may not be comparable to similar measures
presented by other real estate entities and should not be construed
as an alternative to financial measures determined in accordance
with IFRS. Additional information regarding these non-GAAP
measures, including definitions and reconciliations to the most
directly comparable GAAP figure, where applicable, can be found in
the management's discussion and analysis and annual information for
the six months ended June 30, 2024
and 2023 (the "Q2 2024 MD&A"), which is available on the
Trust's profile on SEDAR+ at www.sedarplus.ca. See Section 12, "Non-GAAP Measures" of the Q2
2024 MD&A for the descriptions of each non-GAAP measure used in
this press release and to find a quantitative reconciliation to the
most directly comparable GAAP, applicable; Section 12, "Non-GAAP
Measures" and the related quantitative reconciliations are
incorporated by reference herein.
SOURCE Primaris Real Estate Investment Trust