ATLANTA, Dec. 17, 2014 /PRNewswire/ -- Roberts Realty
Investors, Inc. (NYSE/MKT: RPI) announces that on December 11,
2014, the Company filed its preliminary proxy statement with the
SEC regarding a special meeting of the Company's shareholders,
currently anticipated to be held on January 22, 2015.
The special meeting concerns the Company's definitive stock
purchase agreement dated November 19,
2014 with A-III Investment Partners LLC ("A-III"), a joint
venture between affiliates of Avenue Capital Group and C-III
Capital Partners LLC, which is controlled by Island Capital Group
LLC. The Company's board of directors has unanimously
approved the following proposals to be submitted to the Company's
shareholders for their approval at the special meeting:
(1) the issuance to
A-III of $12.0 million of the
Company's common stock at a purchase price per share to be
determined based on an estimate of the Company's closing date net
asset value, which is currently expected to be approximately
$1.40 per share, the issuance to
A-III of $38.0 million of warrants
and the shares of common stock issuable upon exercise of the
warrants at the same purchase price per share, and the other
transactions contemplated in the stock purchase agreement and in
the other transaction agreements; and
(2) the amendment of
the Company's articles of incorporation to eliminate the ownership
limits that are currently contained in the articles of
incorporation to permit A-III to purchase shares of the Company's
common stock at closing and exercise its warrants.
If the Company's shareholders approve both of these proposals
and the other terms and conditions of the stock purchase agreement
and other transaction documents are satisfied, the Company
anticipates that the closing of the transaction would occur within
three business days thereafter.
In addition, on December 5, 2014,
the Company submitted its proposed compliance plan with the NYSE
MKT stock exchange (the "Exchange") in which the Company detailed
the steps the Company has taken and the specific future steps that
it proposes to take to complete the filing with the SEC of amended
periodic reports containing its restated financial statements and
its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2014.
The Company has retained Cherry Bekaert LLP, the Company's
current independent auditor, and CohnReznick LLP, the Company's
predecessor independent auditor, to assist the Company in
completing the restatement of its financial statements and the
filings with the SEC as required under the proposed compliance
plan. The Company intends to complete these required filings
with the SEC as soon as reasonably possible but in any event no
later than February 18, 2015.
These filings would conclude the Company's compliance plan as
submitted to the Exchange, which is currently evaluating the
plan.
Mr. Anthony W. Shurtz, Roberts
Realty's Chief Financial Officer, stated: "Since our
announcement of our accounting issue on November 17, 2014, we have worked diligently with
Cherry Bekaert and CohnReznick
toward the timely resolution of this matter. We are fully
committed to an expeditious return to SEC filing compliance and to
compliance with the continued listing standards of the
Exchange."
Forward Looking Statements
This press release contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, as
amended. Some of the forward-looking statements relate to our
intent, belief, or expectations regarding the acceptance of our
plan by the Exchange, the completion of that plan on or before
February 18, 2015, including the
filing of amended periodic reports containing restated financial
statements and the Quarterly Report on Form 10-Q for the quarter
ended September 30, 2014 before that
date, the closing of the stock purchase agreement, the timing of
such closing, the estimated purchase price per share and warrant
exercise price, obtaining the required shareholder approval for the
stock purchase agreement and related matters and for the amendment
to our articles of incorporation. These statements involve
risks and uncertainties that include: whether the Exchange will
accept our plan; whether we will be able to complete our compliance
with that plan no later than February 18,
2015, including the required SEC filings before that date;
the satisfaction of conditions to closing, including obtaining the
requisite approval of our shareholders; the date of the special
meeting of shareholders; and the timing of the closing of the
transaction. For these forward-looking statements, we claim
the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of
1995. For more information about other risks and
uncertainties we face, please see the sections in our most recent
Annual Report on Form 10-K and our most recent Quarterly Report on
Form 10-Q entitled "Risk Factors."
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the approval of the proposed issuance of securities to
A-III by the Company and related matters, and the proposed
amendment to the Company's articles of incorporation. The
Company has filed a preliminary proxy statement with the SEC and
intends to file other relevant materials with the SEC, including
the Company's definitive proxy statement. Shareholders of
the Company are strongly advised to read all relevant documents
filed with the SEC, including the Company's definitive proxy
statement when it is filed with the SEC and mailed, because these
documents will contain important information about the proposed
transaction. These documents will be available at no
charge on the SEC's website at www.sec.gov. In addition, the
Company will also provide copies of these documents for free to
investors who direct their requests to Roberts Realty Investors,
Inc., c/o Secretary, 375 Northridge Road, Suite 330, Atlanta, Georgia 30350.
Participants in Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
holders of the Company's common stock in respect of the proposed
transaction. Information about the directors and executive
officers of the Company is set forth in the Company's Annual Report
on Form 10-K, which was filed with the SEC on March 6, 2014. Investors may obtain
additional information regarding the interest of certain of those
participants by reading the definitive proxy statement regarding
the proposed transaction when it becomes available.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/roberts-realty-investors-inc-announces-filing-of-preliminary-proxy-statement-for-special-meeting-of-shareholders-and-provides-update-on-filing-of-compliance-plan-300011066.html
SOURCE Roberts Realty Investors, Inc.
