/Not for dissemination in the
United States/
TORONTO, Nov. 15, 2021 /CNW/ - Daniel Drimmer announced today that in
connection with the initial public offering (the "Offering")
of Starlight U.S. Residential Fund (the "Fund") on
November 15, 2021, Starlight Group
Property Holdings Inc.'s ("SGPH") beneficial ownership of
750,000 class B limited partnership units ("Class B Units")
of certain subsidiary limited partnerships of the Fund became
exchangeable for class C trust units of the Fund ("Class C
Units"), and that he acquired, through SGPH, beneficial
ownership of 750,000 Special Voting Units of the Fund. Pursuant to
the terms of the limited partnership agreements of such subsidiary
limited partnerships and the associated exchange agreements, each
Class B Unit is exchangeable for one Class C Unit of the Fund. The
Class B Units have a deemed value of C$10.00 per Class B Unit on the closing of the
Offering (equivalent to the offering price of the Class C Units
pursuant to the Offering).
Leonard Drimmer also announced
today that pursuant to the Offering, he acquired, through LD Naples
Partnership and personally, beneficial ownership of an aggregate of
360,000 Class C Units of the Fund at a price of C$10.00 per Class C Unit for an aggregate
subscription price of C$3,600,000.
2387349 Ontario Limited also announced today that pursuant to
the Offering, it acquired beneficial ownership of 500,000 Class C
Units of the Fund at a price of C$10.00 per Class C Unit for an aggregate
subscription price of C$5,000,000.
Michael Potter also announced
today that pursuant to the Offering, he acquired, through Sussex
Capital Inc., beneficial ownership of 500,000 Class C Units of the
Fund at a price of C$10.00 per Class
C Unit for an aggregate subscription price of C$5,000,000.
Anna Christiansen also announced
today that pursuant to the Offering, she acquired beneficial
ownership of 300,000 Class C Units of the Fund at a price of
C$10.00 per Class C Unit for an
aggregate subscription price of C$3,000,000 and 200,000 class E trust units
("Class E Units") of the Fund at a price of US$10.00 (approximately C$12.44) per Class E Unit for an aggregate
subscription price of US$2,000,000.
Anna Christiansen is a joint actor
of Bradley Christiansen and
Arlene Christiansen.
Bradley Christiansen also
announced today that pursuant to the Offering, he acquired
beneficial ownership of 300,000 Class C Units of the Fund at a
price of C$10.00 per Class C Unit for
an aggregate subscription price of C$3,000,000 and 200,000 Class E Units of the Fund
at a price of US$10.00 (approximately
C$12.44) per Class E Unit for an
aggregate subscription price of US$2,000,000. Bradley
Christiansen is a joint actor of Anna Christiansen and Arlene Christiansen.
Arlene Christiansen also
announced today that pursuant to the Offering, she acquired,
control and/or direction over the 600,000 Class C Units of the Fund
and the 400,000 Class E Units of the Fund held by Anna Christiansen and Bradley Christiansen, representing an aggregate
of C$6,000,000 and US$4,000,000, respectively.
Pursuant to the amended and restated declaration of trust dated
as of October 28, 2021 governing the
Fund (the "DOT"), the Class C Units are convertible into
class A trust units of the Fund ("Class A Units") and the
Class A Units are convertible into class D trust units of the Fund.
In addition, the Class E Units of the Fund are convertible into
class U trust units of the Fund ("Class U Units") and the
Class U Units are convertible into class G trust units of the Fund
("Class G Units").
Upon completion of the Offering, Mr. Daniel Dimmer beneficially owned 750,000 Class B
Units, representing approximately 21.9% of all issued and
outstanding Class C Units, assuming that the Class B Units are
exchanged for Class C Units in accordance with their terms. Mr.
Daniel Drimmer also beneficially
owns 750,000 Special Voting Units, representing 100% of the Special
Voting Units of the Issuer. The Class B Units beneficially owned by
Mr. Daniel Drimmer represented, on a
partially-diluted basis, 18.8% of all issued and outstanding Class
A Units, assuming that such Class B Units were exchanged into Class
C Units in accordance with their terms, and such Class C Units were
converted into Class A Units in accordance with the DOT.
Upon completion of the Offering, the Class C Units beneficially
owned and/or controlled by Mr. Leonard
Drimmer represented approximately 13.4% of all issued and
outstanding Class C Units. The Class C Units beneficially owned by
Mr. Leonard Drimmer represented, on
a partially-diluted basis, 9.99% of all issued and outstanding
Class A Units, assuming that such Class C Units were converted into
Class A Units in accordance with the DOT
Upon completion of the Offering, the Class C Units beneficially
owned by 2387349 Ontario Limited represented approximately 18.7% of
all issued and outstanding Class C Units. The Class C Units
beneficially owned by 2387349 Ontario Limited represented, on a
partially-diluted basis, 13.4% of all issued and outstanding Class
A Units, assuming that such Class C Units were converted into Class
A Units in accordance with the DOT.
Upon completion of the Offering, the Class C Units beneficially
owned by Mr. Potter represented approximately 18.7% of all issued
and outstanding Class C Units. The Class C Units beneficially owned
by Mr. Potter represented, on a partially-diluted basis, 13.4% of
all issued and outstanding Class A Units, assuming that such Class
C Units were converted into Class A Units in accordance with the
DOT.
Upon completion of the Offering, the Class C Units beneficially
owned by Anna Christiansen
represented approximately 11.2% of all issued and outstanding Class
C Units. Upon completion of the Offering, the Class E Units
beneficially owned by Anna
Christiansen represented approximately 28.6% of all issued
and outstanding Class E Units. The Class E Units beneficially owned
by Anna Christiansen represented, on
a partially-diluted basis, 14.8% of all issued and outstanding
Class U Units, assuming that such Class E Units were converted into
Class U Units in accordance with the DOT.
Upon completion of the Offering, the Class C Units beneficially
owned by Bradley Christiansen
represented approximately 11.2% of all issued and outstanding Class
C Units. Upon completion of the Offering, the Class E Units
beneficially owned by Anna
Christiansen represented approximately 28.6% of all issued
and outstanding Class E Units. The Class E Units beneficially owned
by Anna Christiansen represented, on
a partially-diluted basis, 14.8% of all issued and outstanding
Class U Units, assuming that such Class E Units were converted into
Class U Units in accordance with the DOT.
Upon completion of the Offering, (i) the Class C Units
controlled or directed by Arlene
Christiansen, and (ii) Anna
Christiansen's and Bradley
Christiansen's Class C Units combined, represented
approximately 22.4% of all issued and outstanding Class C Units.
The Class C Units controlled or directed by Arlene Christiansen and Anna Christiansen's and Bradley Christiansen's Class C Units combined
represented, on a partially-diluted basis, 15.6% of all issued and
outstanding Class A Units, assuming that such Class C Units were
converted into Class A Units in accordance with the DOT. Upon
completion of the Offering, (i) the Class E Units controlled or
directed by Arlene Christiansen, and
(ii) Anna Christiansen's and
Bradley Christiansen's Class E Units
combined, represented approximately 57.1% of all issued and
outstanding Class E Units. The Class E Units controlled or directed
by Arlene Christiansen and
Anna Christiansen's and Bradley Christiansen's Class E Units combined
represented, on a partially-diluted basis, 25.8% of all issued and
outstanding Class U Units, assuming that such Class E Units were
converted into Class U Units in accordance with the DOT. The Class
E Units controlled or directed by Arlene
Christiansen and Anna
Christiansen's and Bradley
Christiansen's Class E Units combined represented, on a
partially-diluted basis, 34.0% of all issued and outstanding Class
G Units, assuming that such Class E Units were converted into Class
U Units in accordance with the DOT and such Class U Units were then
converted into Class G Units in accordance with the DOT.
Mr. Daniel Drimmer's indirect
ownership of, or control or direction over, Class C Units (through
Mr. Daniel Drimmer's indirect
ownership of, or control or direction over, Class B Units) is for
investment purposes and is intended to further align the interests
of Mr. Daniel Drimmer with those of
the Fund's other unitholders. Mr. Daniel Drimmer, through SGPH or otherwise, may
acquire additional trust units of the Fund ("Units") or may
dispose of any or all of the beneficially held Units from time to
time through, among other things, the purchase or sale of Units on
the open market or in private transactions or otherwise, on such
terms and at such times as Mr. Daniel
Drimmer may deem advisable depending upon an ongoing
evaluation of the Units, the Fund, prevailing market conditions,
the availability of Units at prices that would make the purchase or
sale of Units desirable, other investment opportunities, liquidity
requirements of Mr. Daniel Drimmer
and/or other considerations.
Mr. Leonard Drimmer's indirect
ownership of Class C Units is for investment purposes. Mr.
Leonard Drimmer, through LD Naples
Partnership or otherwise, may acquire additional Units or may
dispose of any or all of the beneficially held Units from time to
time through, among other things, the purchase or sale of Units on
the open market or in private transactions or otherwise, on such
terms and at such times as Mr. Leonard Drimmer may deem
advisable depending upon an ongoing evaluation of the Units, the
Fund, prevailing market conditions, the availability of Units at
prices that would make the purchase or sale of Units desirable,
other investment opportunities, liquidity requirements of Mr.
Leonard Drimmer and/or other considerations.
2387349 Ontario Limited ownership of Class C Units is for
investment purposes. 2387349 Ontario Limited may acquire
additional Units or may dispose of any or all of the beneficially
held Units from time to time through, among other things, the
purchase or sale of Units on the open market or in private
transactions or otherwise, on such terms and at such times as
2387349 Ontario Limited may deem advisable depending upon an
ongoing evaluation of the Units, the Fund, prevailing market
conditions, the availability of Units at prices that would make the
purchase or sale of Units desirable, other investment
opportunities, liquidity requirements of 2387349 Ontario Limited
and/or other considerations.
Mr. Potter's indirect ownership of Class C Units is for
investment purposes. Mr. Potter, through Sussex Capital Inc.
or otherwise, may acquire additional Units or may dispose of
any or all of the beneficially held Units from time to time
through, among other things, the purchase or sale of Units on the
open market or in private transactions or otherwise, on such terms
and at such times as Mr. Potter may deem advisable depending upon
an ongoing evaluation of the Units, the Fund, prevailing market
conditions, the availability of Units at prices that would make the
purchase or sale of Units desirable, other investment
opportunities, liquidity requirements of Mr. Potter and/or other
considerations.
Anna Christiansen's and
Bradley Christiansen's ownership of
Class C Units and Class E Units, and Arlene
Christiansen's control or direction over the Class C Units
and Class E Units is for investment purposes. The foregoing
individuals, directly or indirectly, may acquire additional
Units or may dispose of any or all of the beneficially held or
controlled or directed Units from time to time through, among other
things, the purchase or sale of Units on the open market or in
private transactions or otherwise, on such terms and at such times
as the foregoing individuals may deem advisable depending upon an
ongoing evaluation of the Units, the Fund, prevailing market
conditions, the availability of Units at prices that would make the
purchase or sale of Units desirable, other investment
opportunities, liquidity requirements of the foregoing individuals
and/or other considerations.
Notwithstanding the foregoing, pursuant to the DOT, Class C
Units may not be sold, transferred or converted for a period of
four months after the closing date of the Offering.
SGPH is a British Columbia
corporation, the principal business of which is to make investments
with its head office at 3280 Bloor St West, Suite 1400,
Toronto, Ontario M8X 2X3.
LD Naples Partnership is an Ontario general partnership, the principal
business of which is to make investments with its head office at
3280 Bloor St West, Suite 1400, Toronto,
Ontario M8X 2X3.
2387349 Ontario Limited is a corporation existing under the laws
of the Province of Ontario, the
principal business of which is investments with an office at 3280
Bloor Street West, Centre Tower, Suite 1400,Toronto, Ontario M8X 2X3
Sussex Capital Inc. is a corporation existing under the federal
laws of Canada, the principal
business of which is investments with its head office at 62 John
Street, Ottawa, Ontario K1M
1M3.
Each of the foregoing holders of units of the Fund disclaims
acting jointly or in concert with the other foregoing holders of
Units unless expressly noted herein, and notes that this press
release has been issued by all such holders purely for reasons of
administrative efficiency following today's completion of the
Offering. Any presumption of joint or in concert actor based
solely upon the issuance or content of this press release is
inaccurate.
For further information and to obtain a copy of the early
warning reports to be filed by each of the foregoing holders of
Units under applicable Canadian securities laws, please see the
Fund's profile on SEDAR at www.sedar.com.
Contact Information:
Starlight Group Property Holdings Inc.
3280 Bloor Street West, Suite
1400
Centre Tower
Toronto, ON
M8X 2X3
(416) 234-8444
LD Naples Partnership
3280 Bloor Street West, Suite
1400
Centre Tower
Toronto, ON
M8X 2X3
(416) 234-8444
2387349 Ontario Limited
3280 Bloor Street West, Suite
1400
Centre Tower
Toronto, ON
M8X 2X3
(416) 234-8444
Sussex Capital Inc.
c/o Kevin Forbes
62 John Street
Ottawa, ON
K1M 1M3
(613) 741-7970
Arlene Christiansen, Anna Christiansen and/or Bradley Christiansen.
c/o Christiansen Investments Inc.
188 North Shore Blvd. E.
Burlington, ON
L7T 1W4
(905) 633-8572
SOURCE Starlight Group Property Holdings Inc.
