/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
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