TORONTO, Aug. 15, 2016 /CNW/ - Trez Capital Mortgage
Investment Corporation (TSX:TZZ) (the "Company") announced today that its board of directors has approved the commencement
of the substantial issuer bid (the "Offer") previously announced by the Company on July 21, 2016 with revised
terms. Pursuant to the Offer, the Company will offer to purchase for cancellation up to $17,000,000
of its Class A shares ("Shares") from shareholders for cash. The Offer will be made by way of "Dutch auction" and the Offer
prices will range from $8.50 to $8.70 per Share (in increments of $0.05
per Share). The Offer represents up to 2,000,000 Shares or approximately 10.7% of the Company's total issued and outstanding
Shares. In light of the modest decline in IFRS book value in the second quarter, and a conservative approach to preserving the
Company's tax status through the end of 2016, it was determined that it would be in shareholders' interests to modify the
previously stated size and price range of the Offer.
The Dutch auction procedure allows shareholders to select the price, within the specified range, at which each shareholder is
willing to sell all or a portion of the Shares that such shareholder owns. Upon expiration of the Offer, the Company will select
the lowest tendered price that will allow it to purchase $17,000,000 of its Shares (the "Purchase
Price"). Shares properly tendered at or below the Purchase Price and not withdrawn will be purchased at the Purchase
Price (subject to withholding taxes, if any), subject to proration to the extent the aggregate cost to purchase all Shares exceeds
$17,000,000. All Shares tendered at prices higher than the Purchase Price will be returned to
Shareholders.
The Offer will expire at 5:00 p.m. (Eastern time) on September 19,
2016, unless extended or withdrawn by the Company.
The directors and management of the Company have advised that they, or entities related to them, intend to tender an aggregate
of 937,274 Shares pursuant to the Offer, as follows:
|
Name of Beneficial Owner
|
Number of Shares to be
deposited pursuant to the
Offer
|
% of Beneficial
Owner's Shares
|
|
Concerned MIC Shareholders Fund
|
705,267
|
90%
|
|
FrontFour Master Fund, Ltd.
|
103,711
|
100%
|
|
FrontFour Opportunity Fund
|
8,059
|
100%
|
|
Gary M. Samuel
|
20,034
|
100%
|
|
Michael J.R. Nisker
|
3,555
|
100%
|
|
Morley Greene
|
75,800
|
100%
|
|
Trez Capital Group Limited Partnership
|
20,848
|
100%
|
|
TOTAL
|
937,274
|
|
The formal offer to purchase and issuer bid circular (the "Offer Document") containing the terms and conditions of the
Offer and instructions for tendering Shares will be mailed to shareholders and filed with the applicable securities regulators on
August 15, 2016. The Offer Document and related materials will be available under the Company's SEDAR
profile at www.sedar.com.
None of the Company or its Board of Directors makes any recommendation to shareholders as to whether to tender or refrain from
tendering any or all of their Shares to the Offer or as to the purchase price or prices at which shareholders may choose to tender
Shares.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any Shares. The solicitation and the
offer to purchase Shares by the Company is being made only pursuant to the Offer Document. Shareholders of the Company are urged to
read the Offer Document and related materials carefully prior to making any decision with respect to the Offer.
About the Company
The Company holds a diversified portfolio of mortgages in Canada. Trez Capital Fund Management
Limited Partnership is the manager of and portfolio advisor to the Company.
SOURCE Trez Capital Junior Mortgage Investment Corporation
