Slate Office REIT Completes Acquisition of C$254.8 Million Irish Entity That Owns a Portfolio of Office, Life Sciences and Lite-Industrial Real Estate in Ireland
February 07 2022 - 1:40PM
Slate Office REIT (TSX: SOT.UN) (the “REIT”), an owner and operator
of office real estate, announces today that the Scheme of
Arrangement1 in respect of the REIT’s Firm Offer2 to acquire all of
the issued and outstanding shares of Yew Grove REIT plc (an
Irish-incorporated real estate investment trust that is dual-listed
on Euronext Dublin (Ireland) and the AIM market of the London Stock
Exchange) (“Yew Grove”), for cash consideration of €1.017 per share
(the "Proposed Acquisition"), became effective today, 7 February
2022, thereby completing closing of the Proposed Acquisition.
The REIT has acquired a portfolio of 23 modern, fit-for-purpose
properties underpinned by strong, credit-quality tenants
concentrated in technology, life sciences and essential industries,
which are driving strong demand for office space in the region. In
addition to growing the REIT’s existing portfolio, the transaction
significantly increases the REIT’s future acquisition pipeline of
properties with similar metrics to the portfolio in the region.
Steve Hodgson, Chief Executive Officer of the REIT, said: “With
the close of this transaction, we are further enhancing the
quality, diversity and scale of our portfolio and establishing a
strong platform for continued growth in a market with attractive
investment fundamentals and economic tailwinds. Our team’s ability
to source and execute this transaction at a substantial discount to
replacement cost and with meaningful upside rent potential will
continue to drive organic earnings growth and create long-term
value for our unitholders. We look forward to onboarding the Yew
Grove team and working closely together to pursue future investment
opportunities in Ireland and beyond.”
The Proposed Acquisition was partially funded by the previously
announced private placement of 1,183,800 units of the REIT (each, a
"Unit") at a price of C$4.90 per Unit for gross proceeds of C$5.8
million (the “Private Placement”) to Slate Asset Management L.P.,
the proceeds of the sale of 11,225,000 subscription receipts of the
REIT (the "Subscription Receipts") at a price of C$4.90 per
Subscription Receipt for gross proceeds of approximately C$55.0
million and C$75.0 million aggregate principal amount of 5.50%
extendible convertible unsecured subordinated debentures of the
REIT (the "Debentures") which closed on November 19, 2021
(collectively, the “Offering”), as well as the issuance of an
additional C$9.2 million aggregate principal amount of Debentures
pursuant to the partial exercise of the Debenture over-allotment
option granted by the REIT to the syndicate of underwriters in
connection with the Offering, which closed on December 17,
2021.
Subscription Receipts, Debentures and Private Placement
UnitsConcurrent with the Scheme of Arrangement becoming
effective and the closing of the Proposed Acquisition, the REIT has
closed the Private Placement and the conversion of the Subscription
Receipts and the issuance of Units in connection therewith, and the
maturity date for the Debentures was automatically extended to
December 31, 2026.
As a result of the completion of the Proposed Acquisition: (i)
one Unit will be automatically issued in exchange for each
Subscription Receipt (subject to customary anti‐dilution
protection), without payment of additional consideration or further
action by the holder thereof, (ii) an amount per Subscription
Receipt equal to the amount per Unit of any cash distributions made
by the REIT for which record dates have occurred during the period
from and including the Offering closing to and including the date
immediately preceding the date upon which Units are issued, less
any applicable withholding tax, will become payable in respect of
each Subscription Receipt, and (iii) the net proceeds from the sale
of the Subscription Receipts has been released from escrow to the
REIT. Trading in the Subscription Receipts on the Toronto Stock
Exchange will be halted, and the Subscription Receipts are expected
to be delisted and the Units issued in exchange for the
Subscription Receipts will immediately commence trading on the
Toronto Stock Exchange. About Slate
Office REIT (TSX: SOT.UN)Slate Office REIT is an owner and
operator of office real estate. The REIT owns interests in and
operates a portfolio of 55 strategic and well-located real estate
assets across major population centres in North America and Europe.
A majority of the REIT’s portfolio is comprised of government or
high-quality credit tenants. The REIT acquires quality assets at a
discount to replacement cost and creates value for unitholders by
applying hands-on asset management strategies to grow rental
revenue, extend lease term and increase occupancy. Visit
slateofficereit.com to learn more.
About Slate Asset ManagementSlate Asset
Management is a global alternative investment platform focused on
real estate. We focus on fundamentals with the objective of
creating long-term value for our investors and partners. Slate’s
platform spans a range of investment strategies, including
opportunistic, value add, core plus and debt investments. We are
supported by exceptional people and flexible capital, which enables
us to originate and execute on a wide range of compelling
investment opportunities. Visit slateam.com to learn more.
Statements required by the Irish Takeover
RulesThe trustees of the REIT accept responsibility for
the information contained in this announcement. To the best of the
knowledge and belief of the trustees of the REIT (who have taken
all reasonable care to ensure that this is the case) the
information contained in this announcement is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
Forward-Looking StatementsCertain information
herein constitutes “forward-looking information” as defined under
Canadian securities laws which reflect management’s expectations
regarding objectives, plans, goals, strategies, future growth,
results of operations, performance, business prospects and
opportunities of the REIT. The words “plans”, “expects”, “does not
expect”, “scheduled”, “estimates”, “intends”, “anticipates”, “does
not anticipate”, “projects”, “believes”, or variations of such
words and phrases or statements to the effect that certain actions,
events or results “may”, “will”, “could”, “would”, “might”,
“occur”, “be achieved”, or “continue” and similar expressions
identify forward-looking statements. Such forward-looking
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations.
Forward-looking statements are necessarily based on a number of
estimates and assumptions that, while considered reasonable by
management as of the date hereof, are inherently subject to
significant business, economic and competitive uncertainties and
contingencies. When relying on forward-looking statements to make
decisions, the REIT cautions readers not to place undue reliance on
these statements, as forward-looking statements involve significant
risks and uncertainties and should not be read as guarantees of
future performance or results, and will not necessarily be accurate
indications of whether or not the times at or by which such
performance or results will be achieved. A number of factors could
cause actual results to differ, possibly materially, from the
results discussed in the forward-looking statements. Additional
information about risks and uncertainties is contained in the
filings of the REIT with securities regulators.
SOT-AD
For Further InformationInvestor Relations+1 416
644 4264ir@slateam.com
1 Scheme of Arrangement is defined herein as the scheme of
arrangement under the Irish Companies Act 2014 to effect the
Proposed Acquisition. 2 Firm Offer is defined herein as a firm
intention to make an offer under Rule 2.5 of the Irish Takeover
Rules.
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