/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
FREDERICTON, NB, March 8,
2023 /CNW/ - Plaza Retail REIT ("Plaza" or the
"REIT") (TSX: PLZ.UN) is pleased to announce that it has entered
into an agreement to sell to a syndicate of underwriters co-led by
RBC Capital Markets and CIBC Capital Markets (the "Underwriters"),
on a bought-deal basis, 8,548,000 trust units (the "Units") of
Plaza issued from treasury at a price of $4.68 per Unit for gross proceeds to the REIT of
approximately $40 million (the
"Offering").
Plaza has granted the Underwriters an over-allotment option (the
"Over-Allotment Option"), exercisable in whole or in part up to 30
days after Closing, to purchase up to an additional 1,282,200 trust
units to cover over-allotments, if any. Any Units issued under the
Over-Allotment Option will be issued by Plaza from treasury.
The REIT intends to use the net proceeds from the Offering,
together with existing liquidity, to fund the repayment of all of
the REIT's Series E 5.10% convertible subordinated unsecured
debentures (current outstanding balance of $47.25 million), which mature on March 31, 2023 (the "Series E Debentures").
Plaza will, within the next few days, file with the securities
commissions and other similar regulatory authorities in each of the
provinces of Canada, a preliminary
short form prospectus relating to the issuance of the Units.
Closing of the Offering is expected to take place on or about
March 28, 2023.
Upon closing of the Offering (excluding the effect of the
Over-Allotment Option) and the repayment of the Series E
Debentures, Plaza's debt-to-gross assets ratio (including
convertible debentures)(1) will decrease to
approximately 53% from 55.8% at December 31,
2022.
"This de-levering of Plaza's balance sheet will provide us with
added flexibility to continue our substantial development pipeline.
As at December 31 2022, we currently
have 24 projects that are under construction, development, or in
planning, totalling approximately 1.3 million (approximately
675,000 at Plaza's interest) square feet, and which are anticipated
to be completed at various points over the next three years",
commented Michael Zakuta, President
and CEO of Plaza.
The REIT makes monthly cash distribution payments to
unitholders. The current indicated monthly cash distribution
is $0.02333 per Unit. The first cash
distribution to which purchasers of Units under this Offering are
expected to participate will be for the month of March, expected to
have a record date of March 31, 2023
and payment date of April 17, 2023.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, any securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful. The
securities being offered have not been and will not be registered
under the U.S. Securities Act of 1933 as amended and may not be
offered or sold in the United
States absent registration or pursuant to applicable
exemption from registration.
ABOUT PLAZA
Plaza is an open-ended real estate
investment trust and is a leading retail property owner and
developer, focused on Ontario,
Quebec and Atlantic Canada. Plaza's portfolio at
December 31, 2022 includes interests
in 251 properties totaling approximately 8.8 million square feet
across Canada and additional lands
held for development. Plaza's portfolio largely consists of
open-air centres and stand-alone small box retail outlets and is
predominantly occupied by national tenants. For more information,
please visit www.plaza.ca.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING
STATEMENTS
This press release contains forward-looking
statements with respect to the REIT and the Offering. These
statements generally can be identified by the use of
forward-looking words such as "forecast", "may", "will", "would",
"expect", "estimate", "planned", 'anticipate", "intend", "believe"
or "continue" or the negative thereof or similar variations. Some
of the specific forward-looking statements in this press release
include, but are not limited to, statements with respect to the use
of proceeds of the Offering, the REIT's expected debt-to-gross
assets ratio following closing of the Offering, the repayment of
Series E Debentures, the timing of Closing, the payment of Plaza's
March 2023 distribution to
unitholders, and the expected completion of Plaza's current
development projects. Forward-looking statements are not future
guarantees of future performance and involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the REIT to be materially
different from any future results, performance or achievements
expressed, implied projected by forward-looking statements
contained in this press release. Some important factors that could
cause actual results to differ materially from expectations
include, among other things, any unforeseen impacts from new or
renewed pandemic conditions and impacts on the business, operations
and financial condition of the REIT, general economic and market
factors, the failure to receive any required approvals or consents
in connection with the Offering, the failure of the REIT to satisfy
the conditions of the Offering or otherwise close the Offering, the
timing of the record date and payment date of any distributions to
Unitholders, eligibility to receive any such distribution and
changes in securities or other laws or regulations or the
application thereof and others described in Plaza's Annual
Information Form for the year ended December
31, 2021 and Management's Discussion and Analysis for the
year ended December 31, 2022 which
can be obtained on the REIT's website at www.plaza.ca or on SEDAR
at www.sedar.com. The cautionary statements qualify all
forward-looking statements attributable to the REIT and persons
acting on its behalf.
Forward-looking statements are based on a number of expectations
and assumptions made in light of management's experience and
perceptions of historical trends and current conditions. Although
based upon information currently available to management and what
management believes are reasonable expectations and assumptions,
there can be no assurances that forward-looking statements will
prove to be accurate. The assumptions made in making
forward-looking statements are referred to in the public filings of
the REIT. The assumptions made in making forward-looking statements
in this press release also include the assumption that the REIT
will be in a position to satisfy the conditions in respect of the
Offering and complete the Offering. Unless otherwise stated, all
forward-looking statements speak only as of the date of this press
release. Except as required by applicable law, the REIT
specifically disclaims any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future developments or otherwise. Additional information about
these assumptions and risks and uncertainties are more fully
described in materials filed with securities regulatory
authorities in Canada from time to
time, including, but not limited to, Plaza's Annual Information
Form for the year ended December 31,
2021 and Management's Discussion and Analysis for the year
ended December 31, 2022, and the
preliminary short form prospectus for the Offering which are, or
will be, as applicable, available under the REIT's profile
on SEDAR at www.sedar.com.
NON-GAAP FINANCIAL MEASURES
This press release
contains certain non-GAAP financial measures, including the
debt-to-gross assets ratio (including convertible debentures).
These measures are commonly used by entities in the real estate
industry as useful metrics for measuring performance. However, they
do not have a standardized meaning prescribed by International
Financial Reporting Standards ("IFRS") and are not necessarily
comparable to similar measures presented by other publicly traded
entities. These measures should be considered as supplemental in
nature and not as a substitute for related financial information
prepared in accordance with IFRS. For further explanation of
non-GAAP measures and their usefulness in assessing Plaza's
performance, please refer to the section "Basis of Presentation" in
Part I and the section "Explanation of Non-GAAP Measures" in Part
VII of the REIT's Management's Discussion and Analysis as at
December 31, 2022, which can be found
on Plaza's website at www.plaza.ca and on SEDAR at
www.sedar.com.
____________________
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(1) This is
a non-GAAP financial measure. Refer to "Non-GAAP Financial
Measures" below.
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SOURCE Plaza Retail REIT