/NOT FOR DISTRIBUTION IN THE U.S. OR TO
U.S. NEWSWIRE SERVICES./
CALGARY,
AB, April 14, 2022 /CNW/ - AIP Realty Trust
(formerly "Value Capital Trust") (the "Trust" or "AIP
Realty") (TSXV: VLU-P) is pleased to announce that it has
completed the reverse take-over (the "Transaction") of the
privately held AIP Yield Fund, LP ("Former AIP"). In
accordance with the terms of the Transaction, AIP Yield Fund GP
ULC, the general partner of Former AIP amalgamated with a
wholly-owned subsidiary of the Trust, 1345492 B.C. Unlimited Liability Company
("Subco"), pursuant to the terms of a definitive agreement
among the Trust, Former AIP, AIP Yield Fund GP Inc., and Subco (the
"Definitive Agreement"). The Trust also changed its name to
"AIP Realty Trust" (the "Name Change"). The Trust's units
(the "Units"), which presently remain halted, are
anticipated to commence trading under the new ticker symbol "AIP.U"
on or about April 21, 2022.
Immediately prior to completion of the Transaction, the Trust
completed a consolidation of its issued and outstanding Units on
the basis of one new post-consolidation Unit for every 20
pre-consolidation Units (the "Consolidation"). The Name
Change and Consolidation were approved by the Board of Trustees of
the Trust on March 9, 2022. The
Consolidation reduces the number of outstanding Units from
11,600,000 to approximately 580,000. Proportionate adjustments were
made to the Trust's outstanding stock options. No fractional Units
were issued pursuant to the Consolidation and any fractional Units
that would have otherwise been issued were rounded down to the next
highest whole number of Units. Following the Consolidation and the
Name Change, the Trust's CUSIP number has changed to 00149W101 and
ISIN to CA00149W1014.
In connection with the completion of the Transaction, Former AIP
completed a brokered private placement financing (the
"Financing") of 2,752,500 subscription receipts (each, a
"Receipt") at price of US$2.00
per Receipt for gross proceeds of US$5,505,000 through a syndicate of agents led by
Laurentian Bank Securities Inc. and including Canaccord Genuity
Corp, Cormark Securities Inc. and iA Private Wealth Inc.
(collectively, the "Agents"). Immediately prior to
completion of the Transaction, each Receipt was automatically
converted into one unit of Former AIP (each, a "Receipt
Unit") and the Receipt Units were exchanged for Units on a
one-for-one basis pursuant to the terms of the Definitive
Agreement. The proceeds from the Financing were released from
escrow, following the Trust receiving all applicable regulatory
approvals to complete the Transaction.
Pursuant to the terms of the Definitive Agreement, units of
Former AIP (including the holders of Receipt Units) were exchanged
for Units on a one-for-one basis. In connection with closing of the
Transaction, the Trust issued 2,837,861 Units to former holders of
units of Former AIP (including the holders of Receipt Units).
Following completion of the Transaction, the Trust has 3,417,861
Units issued and outstanding.
In connection with the Transaction, an aggregate of 330,000
Units are subject to a CPC escrow agreement and an additional
1,585,361 Units and 7,286 options exercisable for Units are
subject to a Tier 2 Value Escrow Agreement in accordance with the
policies of the TSX Venture Exchange (the "Exchange"). In
addition, 40,802 Units are subject to voluntary lock-up entered
into by certain trustees and officers of the Trust and the Agents,
pursuant to be released on June 17,
2022.
AIPEC Acquisition
In connection with the Transaction, Former AIP, through an
indirect, wholly-owned subsidiary, acquired all of the membership
interest of AIP Eagle Court, LLC ("AIPEC") in exchange for
the assumption of a US$3,200,795
mortgage and US$2,549,205 in cash.
AIPEC is the owner of a multi-tenant flex industrial facility built
located on Eagle Court in Lewisville,
Texas (the "Eagle Court Property").
Investor Relations Agreements
The Trust has engaged Vincic & Associates, Inc.
("Vincic") to provide investor relations services, in
accordance with Exchange Policy 3.4. Vincic has been engaged for an
initial term of 12 months, with a fee starting at US$11,500 per month. Vincic will be eligible to
receive 100,000 stock options six months after completion of the
Transaction. The terms of such stock options will be determined by
the Board of Trustees of the Trust provided that such terms are
compliant with the policies of the Exchange.
In addition, the Trust has engaged Hybrid Financial Ltd.
("Hybrid") to provide marketing services, in accordance with
Exchange Policy 3.4. Hybrid has been engaged for an initial term of
12 months, with a fee starting at US$22,500 per month. No stock options are being
granted in connection with the engagement of Hybrid.
Board of Directors and Management
Following completion of the Transaction, the Board of Trustees
of the Trust will be comprised of: Greg
Vorwaller, Bruce Hall,
Leslie Wulf, Nathan Smith, Samantha
Adams, Brian Shibley,
Dave Richardson, Heather Barnhouse and Kobi Dorenbush In addition, Greg Vorwaller will serve as President and Chief
Executive Officer, Bruce Hall will
serve as Chief Financial Officer and Secretary and Leslie Wulf will serve as Executive Chairman and
Chief Capital Officer.
For further biographical information about the above-referenced
individuals, please refer to the filing statement dated
March 31, 2022 (the "Filing
Statement") filed under the Trust's profile on SEDAR
at www.sedar.com.
Year End
In connection with the completion of the Transaction, the fiscal
year end of the Trust will become the year end of Former AIP which
is December 31.
Exchange Listing
The Trust has filed the Filing Statement dated March 31, 2022 under its profile on SEDAR at
www.sedar.com. Readers are encouraged to review the Filing
Statement, which provides detailed information about the
Transaction and the business of the Trust. The Trust intends to be
listed as a Tier 2 Real Estate issuer under the ticker "AIP.U".
Trading in the Units is currently halted pending completion of
customary filings with the Exchange in respect of the Transaction.
Trading is expected to resume on the Exchange following completion
of customary filings with the Exchange.
Early Warning Disclosure Pursuant to National Instrument
62-103
In connection with the Transaction, Alpha Carta Ltd.
("Alpha Carta"), acquired
ownership, control or direction over Units requiring disclosure
pursuant to the early warning requirements of applicable securities
laws. Alpha Carta did not own or
exercise control or direction over any securities of AIP Realty
prior to the completion of the Transaction. Alpha Carta acquired ownership, or control or
direction over, of 1,225,000 Units, representing approximately
35.84% of the issued and outstanding Units on a partially-diluted
basis.
The Units acquired by Alpha Carta
in connection with the Transaction are being held for investment
purposes. Alpha Carta does not have
any current intentions to increase or decrease its beneficial
ownership or control or direction over any additional securities of
AIP Realty, though Alpha Carta may,
from time to time and depending on market and other conditions,
acquire additional securities of AIP Realty through market
transactions, private agreements, treasury issuances, dividend
reinvestment programs, exercise of options, convertible securities
or otherwise (if and when granted), or may sell all or some portion
of the securities of AIP Realty they own or control (upon release
of the securities from escrow, or otherwise in accordance with the
terms of the escrow restrictions (as further disclosed in the
Filing Statement) and in accordance with applicable Canadian
securities laws), or may continue to hold such securities.
Alpha Carta will file an early
warning report ("EWR") pursuant to applicable securities
laws in connection with the completion of the Transaction. A copy
of the EWR to which this news release relates will be available
under the AIP Realty's SEDAR profile at www.sedar.com, or by
contacting AIP Realty.
ABOUT FORMER AIP
AIPYF is a limited partnership organized under the Limited
Partnerships Act (Ontario) on
March 14, 2019, and has its head
office in Toronto, Ontario. AIPYF
finances the construction, acquisition and management of light
industrial flex multi-tenant properties being developed across
North America. AIPYF holds the
exclusive rights to purchase all completed AllTrades Industrial
Properties, Inc. ("AllTrades") properties being developed
across North America, including
five facilities currently under development in the Dallas-Fort Worth, Texas submarkets with a
projected future purchase price by AIPYF of approximately
US$90 million.
ON BEHALF OF THE BOARD
"Greg Vorwaller"
Chief Executive Officer
www. aiprealtytrust.com
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Cautionary Statement on Forward-Looking
Information
This press release contains statements which constitute
"forward-looking information" within the meaning of applicable
securities laws, including statements regarding the plans,
intentions, beliefs and current expectations of the Trust with
respect to future business activities and operating performance.
Forward-looking information is often identified by the words "may",
"would", "could", "should", "will", "intend", "plan", "anticipate",
"believe", "estimate", "expect" or similar expressions and includes
information regarding: lifting of the halt on the Units, listing of
the Trust as a Tier 2 Real Estate Issuer, future acquisitions by
the Trust, the ability to obtain regulatory and unitholder
approvals and other factors. When or if used in this news release,
the words "anticipate", "believe", "estimate", "expect", "target,
"plan", "forecast", "may", "schedule" and similar words or
expressions identify forward-looking statements or information.
These forward-looking statements or information may relate to
proposed financing activity, proposed acquisitions, regulatory or
government requirements or approvals, the reliability of
third-party information and other factors or information. Such
statements represent the Trust's current views with respect to
future events and are necessarily based upon a number of
assumptions and estimates that, while considered reasonable by the
Trust, are inherently subject to significant business, economic,
competitive, political and social risks, contingencies and
uncertainties. Many factors, both known and unknown, could cause
results, performance or achievements to be materially different
from the results, performance or achievements that are or may be
expressed or implied by such forward- looking statements. The Trust
does not intend, and do not assume any obligation, to update these
forward-looking statements or information to reflect changes in
assumptions or changes in circumstances or any other events
affecting such statements and information other than as required by
applicable laws, rules and regulations.
This news release is not an offer of securities for sale in
the United States. The securities
may not be offered or sold in the United
States absent registration or an exemption from registration
under U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The Trust has not registered and will not
register the securities under the U.S. Securities Act. The Trust
does not intend to engage in a public offering of their securities
in the United States.
SOURCE AIP Realty Trust
