Wand Capital Corporation Announces Proposed Acquisition of Multi-Residential Property as Qualifying Transaction

Wand Capital Corporation Announces Proposed Acquisition of Multi-Residential Property as Qualifying Transaction

PR Newswire

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/

TORONTO, April 5, 2012 /PRNewswire/ – (TSXV: WNC.P) Wand Capital Corporation
(the “Corporation“), a capital pool company (as defined in Policy 2.4 (the “CPC Policy“) of the TSX Venture Exchange Inc.’s (the “TSXV“) Corporate Finance Manual), is pleased to announce that it has entered
into a definitive acquisition agreement (the “Acquisition Agreement“) with a related party to the Corporation’s Chief Executive Officer,
Daniel Drimmer (the “Vendor“), with respect to the acquisition of an initial multi-residential
rental property (the “Initial Property“). The Corporation will purchase the Initial Property from the Vendor
for a purchase price equal to $7.55 million, subject to customary
adjustments. The purchase price for the Initial Property representing a
capitalization rate of approximately 6.1%, will be financed by new
mortgage financing of approximately $5.3 million, with the balance in
cash.

As previously disclosed in the Corporation’s (final) prospectus dated
March 5, 2012, (the “Prospectus“) the Corporation intends to reorganize pursuant to a plan of
arrangement under the Business Corporations Act (Ontario) (the “Arrangement“) into a real estate investment trust to be named True North Apartment
Real Estate Investment Trust (“True North REIT“), subject to receipt of all necessary approvals, including the
approval of the TSXV and the shareholders of the Corporation. The
acquisition of the Initial Property and the Arrangement are proposed to
constitute the Corporation’s Qualifying Transaction, as defined in the
CPC Policy (the “Proposed Transaction“). Completion of the acquisition of the Initial Property (the “Acquisition“) is conditional upon the completion of the Arrangement.

Pursuant to Arrangement, among other things: (i) the issued and
outstanding common shares (“Shares“) of the Corporation will be exchanged for units (“Units“) of True North REIT on a 8 for 1 basis (1 Unit for every 8 Shares)
(the “Exchange Ratio“); and (ii) the issued and outstanding options (“Options“) to purchase Shares of the Corporation will be exchanged for options
(“True North Options“) to purchase Units on terms and conditions identical to the terms and
conditions of the Options, subject to adjustments to the exercise price
of, and the number of Units underlying, the True North Options based
upon the Exchange Ratio.

Starlight Investments Ltd. (“Starlight“), a corporation owned and controlled by Daniel Drimmer, will be the
asset manager of True North REIT pursuant to an asset management
agreement to be entered into between True North REIT and Starlight on
the effective date of the Arrangement.

There will be no changes to the insiders of the Corporation as a result
of the Proposed Transaction. The officers of the Corporation are Daniel
Drimmer
, Chief Executive Officer and Martin Liddell, Chief Financial
Officer. The directors of the Corporation are Daniel Drimmer, Robert
McKee
, Alon Ossip, Denim Smith and Jason Underwood. The background of
each director and officer of the Corporation is contained in the
Prospectus, which is available on the SEDAR website at www.sedar.com.

Description of Initial Property

The Initial Property is located at 444 Victoria Road North, Guelph,
Ontario
, and is a high-rise residential apartment building situated on
the southwest corner of the intersection of Victoria Road North and
Woodlawn Road East in the City of Guelph. The building is located in
close proximity to Highways 6 and 7. The seven storey building is
situated on approximately 1.82 acres of land and contains a total of
51,375 square feet of rentable area. The building is improved with 72
suites consisting of 1-bachelor, 46-one bedroom, 21-two bedroom and
4-three bedroom suites. Building amenities include laundry facilities
and 92 surface parking spaces. 444 Victoria is presently 100% occupied
and produces an average monthly rent of $815 per unit.

The Follow-On Acquisitions

The Corporation also agreed today to acquire two additional properties
(the “Follow-On Properties“) subsequent to the completion of the Arrangement. The Corporation
agreed to purchase a property located at 457 & 499 Albert Street,
Waterloo, Ontario (the “Second Property“) from the Vendor for a purchase price equal to $5.08 million, subject
to customary adjustments, as well as a property located at 35 Mowat
Boulevard, Kitchener, Ontario (the “Third Property“) for a purchase price equal to $1.3 million, subject to customary
adjustments. The Purchase price for the Second Property, representing a
capitalization rate of approximately 5.7%, will be payable by a new
mortgage financing of approximately $3.6 million with the balance in
cash. The Purchase price for the Third Property, representing a
capitalization rate of approximately 5.8%, will be payable as to $1.3
million
in cash. Completion of the Second and Third Property
(collectively the “Follow-On Acquisitions“) is conditional upon the completion of the Arrangement.

Description of the Follow-On Properties

The Second Property is comprised of two low-rise walk-up residential
apartment buildings situated on the west side of Albert Street, north
of Bearinger Road in the City of Waterloo. The buildings are located in
close proximity to Highway 85, University Avenue and the University of
Waterloo
, Laurier University and the RIM head office. The three storey
buildings are situated on approximately 2.02 acres of land and contain
a total of 40,252 square feet of rentable area. The buildings are
improved with 40 suites consisting of 38-two bedrooms and 2-three
bedroom suites. The buildings include laundry facilities and provide 44
surface parking spaces. 457 & 499 Albert Street are presently 95.0%
occupied and produce average monthly rent in the amount of $1,056 per
unit.

The Third Property is a low-rise residential walk-up apartment building
situated on the northwest corner of the intersection of Ottawa Street
South and Mowat Boulevard in the City of Kitchener. The building is
located in close proximity to Highways 7 and 8. The three storey
building is situated on approximately 0.54 acres of land and contains a
total of 13,316 square feet of rentable area. The building is improved
with 17 suites consisting of 6-one bedroom and 11-two bedroom suites.
The buildings include laundry facilities and provide 13 surface parking
spaces. The site is presently 100% occupied and produces average
monthly rent in the amount of $794 per unit.

Shareholder Meeting to be Announced

The Corporation intends to present the terms of the Proposed Transaction
and the Follow-On Acquisitions to its shareholders for approval at a
special meeting to be held in May 2012 in Toronto.

As Daniel Drimmer currently indirectly owns an approximately 20.5%
interest in the Corporation, and owns and controls Starlight, the
Acquisition, certain aspects of the Arrangement and the Follow-On
Acquisitions will constitute “related party transactions” under
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions (“MI 61-101“) and therefore must be approved by the affirmative vote of a majority
of minority shareholders of the Corporation.

In accordance with MI 61-101, the Corporation has retained a valuator to
prepare independent valuations of the Initial Property and the
Follow-On Properties.

Sponsorship of a Qualifying Transaction is required by the TSXV unless
exempt in accordance with TSXV policies. The Corporation is currently
reviewing the requirements for sponsorship and may apply for an
exemption from the sponsorship requirements pursuant to the policies of
the TSXV, however, there is no assurance that the Corporation will
ultimately obtain this exemption. The Corporation intends to include
any additional information regarding sponsorship in a subsequent press
release.

Upon completion of the Proposed Transaction, the resulting issuer, being
True North REIT, is expected to meet all of the minimum listing
requirements for a Tier 2 Real Estate Issuer.

Wand Capital Corporation

The principal business of the Corporation is the identification and
evaluation of assets or businesses with a view to completing a
Qualifying Transaction. The Corporation has not commenced commercial
operations and has no assets other than cash.

This press release contains forward-looking statements. Often, but not
always, forward-looking statements can be identified by the use of
words such as “plans”, “expects” or “does not expect”, “is expected”,
“estimates”, “intends”, “anticipates” or “does not anticipate”, or
“believes”, or variations of such words and phrases or state that
certain actions, events or results “may”, “could”, “would”, “might” or
“will” be taken, occur or be achieved. Forward-looking statements
involve known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements of the
Corporation to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking
statements. Examples of such statements include the intention to
complete the Proposed Transaction and the Follow-On Acquisitions and
the intention to reorganize the Corporation into a real estate
investment trust. Accordingly, readers should not place undue reliance
on forward-looking statements. The factors identified above are not
intended to represent a complete list of the factors that could affect
the Corporation. Completion of the Proposed Transaction and the
Follow-On Acquisitions is subject to a number of conditions, including
but not limited to, TSXV acceptance and majority of the minority
shareholder approval. Where applicable, the Proposed Transaction and
the Follow-On Acquisitions cannot close until the required shareholder
approval is obtained. There can be no assurance that the transaction
will be completed as proposed or at all. Investors are cautioned that,
except as disclosed in the management information circular to be
prepared in connection with the Proposed Transaction, any information
released or received with respect to such transaction may not be
accurate or complete and should not be relied upon. Trading in the
securities of a capital pool company should be considered highly
speculative.

The TSXV has in no way passed upon the merits of the Proposed
Transaction and has neither approved nor disapproved the contents of
this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is
defined in policies of the TSXV) accepts responsibility for the
adequacy or accuracy of this release.

SOURCE Wand Capital Corporation

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