BROSSARD, QC,
Aug. 21, 2013 /CNW Telbec/ - BLF Real
Estate Investment Trust ("BLF REIT"), officially began
operations today as a real estate investment trust with the same
management team and business plan as that of Capital BLF Inc. (the
"Corporation"). The news follows the completion by the
Corporation of its previously announced reorganization under a plan
of arrangement effective as of close of markets on August 20, 2013 (the "Arrangement") into a
real estate investment trust, as described in the management
information circular dated July 2,
2013. Shareholders of the Corporation (the
"Shareholders") unanimously approved the Arrangement at a
meeting held on August 1, 2013, and
the Corporation obtained all necessary approvals to complete the
Arrangement, including the Québec Superior Court of Justice final
order on August 16, 2013, the
certificate of arrangement dated August 20,
2013 and final approval of the TSX Venture Exchange (the
"Exchange").
"We are proud to be the first Québec based REIT
focused exclusively on the multi-family residential asset class. We
intend to take advantage of the many attractive opportunities we
see in the Québec market going forward in order to create value for
our unitholders", said Mathieu
Duguay, President and Chief Executive Officer of BLF
REIT."
The Arrangement
Pursuant to the Arrangement, among other things,
the 132,155,999 issued and outstanding common shares of the
Corporation ("Shares") were exchanged for 2,072,339 units of
BLF REIT (the "Units") and 1,231,560 Class B Limited
Partnership Units of BLF Limited Partnership, a subsidiary of BLF
REIT (the "Class B LP Units") on a one for 40 basis (one
Unit or Class B LP Unit for every 40 Shares) (the
"Consolidation"). Class B LP Units are intended to be, to
the extent possible, the economic equivalent of the Units and will
be exchangeable for Units on a one (1) for one (1) basis.
Each Class B LP Unit is accompanied by one special voting unit of
BLF REIT (a "Special Voting Unit"). However, the Class B LP
Units will not be listed on the Exchange or on any other stock
exchange or quotation system.
Each Special Voting Unit will initially have one
vote per unit at meetings of the unitholders of BLF REIT, but
otherwise will have only a nominal economic interest in BLF REIT.
In particular, the Special Voting Units will not entitle their
holders to any distributions of income or capital of BLF REIT,
whether in the ordinary course as determined by the trustees of BLF
REIT or on a liquidation of the BLF REIT. In addition, the holders
of Special Voting Units will have no legal or beneficial interest
in the assets of the BLF REIT.
BLF REIT meets all of the minimum listing
requirements for a Tier 2 Real Estate Issuer on the Exchange. As a
result of the Arrangement and effective at the opening of markets
on Friday, August 23, 2013, the Units
will commence trading on the Exchange, and the Shares will be
delisted.
Unit Option Plan
The Shareholders approved the "rolling" stock
option plan on June 10, 2013 pursuant
to which the number of issuable options is set at 10% of the
aggregate number of Shares (Units and Class B LP Units) issued and
outstanding from time to time (the "Options"). Pursuant to
the Arrangement, the Options have identical terms and conditions.
With the implementation of the Consolidation, the exercise price
and number of Units issuable upon payment of the exercise price of
outstanding Options has been proportionally adjusted.
REIT Distributions
In continuation of the Corporation's existing
distribution policy, the monthly cash distribution for the month of
August 2013 is $0.0307 per Unit, payable on September 16, 2013 to each unitholder of BLF REIT
and holder of Class B LP Units on record as at August 31st , 2013.
About BLF REIT
The principal business of the BLF REIT and
affiliates is acquiring, holding, developing, maintaining,
improving, leasing, managing or otherwise dealing with
income-producing multi-unit residential properties located
throughout Canada, primarily in
the province of Québec. BLF REIT currently owns seven properties
located in the greater Montréal area, Québec City and Sherbrooke totaling 752 apartment units.
Neither 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.
SOURCE Capital BLF Inc.