/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
LITTLE ROCK, Ark. and TORONTO, Dec. 8, 2021 /CNW/ - BSR Real Estate Investment Trust ("BSR" or the "REIT") (TSX: HOM.U) (TSX: HOM.UN) announced today that on December 1, 2021, the REIT renewed its existing base shelf prospectus and filed and obtained a receipt for a final short form base shelf prospectus (the "Shelf Prospectus"), which is valid until January 1, 2024. The Shelf Prospectus allows the REIT to continue to maintain financial flexibility with the ability to offer up to an aggregate US$500,000,000 of Units, debt securities, subscription receipts and warrants, or any combination thereof, (the "Securities") on an accelerated basis pursuant to the filing of prospectus supplements. Each prospectus supplement will contain specific information concerning the use of proceeds from that sale of Securities.
The REIT also announced today that it has established an at-the-market equity program (the "ATM Program") that allows the REIT to issue up to US$150,000,000 (or its Canadian dollar equivalent) of trust units ("Units") from treasury to the public from time to time, at the REIT's discretion. Any Units sold in the ATM Program will be sold through the Toronto Stock Exchange (the "TSX"), or any other marketplace on which the Units are listed, quoted or otherwise traded in Canada, at the prevailing market price at the time of sale. There is no certainty that any Securities will be offered or sold under the Shelf Prospectus or that any Units will be offered or sold under the ATM Program.
The volume and timing of distributions under the ATM Program, if any, will be determined in the REIT's sole discretion. The ATM Program will be effective until the earlier of (i) the issuance and sale of all of the Units through the agents on the terms and conditions set forth in the Distribution Agreement, (ii) the receipt for the Shelf Prospectus ceasing to be effective in accordance with applicable securities laws (which is expected to occur on January 1, 2024), and (iii) the termination of the Distribution Agreement (as defined below) as permitted therein.
The ATM Program is designed to provide BSR with additional financing flexibility which may be used in conjunction with other existing funding sources. BSR expects to use the net proceeds from the ATM Program, if any, to repay indebtedness outstanding from time to time, to fund the acquisition of real property and other investments, for capital expenditures and for other general purposes. As Units distributed in the ATM Program will be issued and sold at the prevailing market price at the time of the sale, prices may vary among purchasers during the period of the distribution.
Distributions of the Units through the ATM Program, if any, will be made pursuant to the terms of an equity distribution agreement dated December 8, 2021 (the "Distribution Agreement") among the REIT, BMO Nesbitt Burns Inc., Desjardins Capital Markets, CIBC Capital Markets and RBC Dominion Securities Inc. (collectively, the "agents"). The volume and timing of any distributions of Units under the ATM Program will be determined in BSR's sole discretion. Sales of Units under the ATM Program, if any, will be made through "at-the-market distributions" as defined in National Instrument 44-102 – Shelf Distributions. The TSX has conditionally approved the listing of the Units that may be sold under the ATM Program.
The offering under the ATM Program will be made pursuant to a prospectus supplement dated December 8, 2021 (the "Prospectus Supplement") to the REIT's Shelf Prospectus. The Prospectus Supplement, the Shelf Prospectus and the Distribution Agreement were filed with the securities commissions in each of the provinces and territories of Canada and are available on SEDAR at www.sedar.com. Alternatively, copies of the Prospectus Supplement and Shelf Prospectus can be obtained, upon request, by contacting the agents.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the Units, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The Units referred to in this news release may not be offered or sold in the United States absent registration or an applicable exemption from registration.
ABOUT BSR REAL ESTATE INVESTMENT TRUST
BSR Real Estate Investment Trust is an internally managed, unincorporated, open-ended real estate investment trust established pursuant to a declaration of trust under the laws of the Province of Ontario. The REIT owns a portfolio of 28 multifamily garden-style residential properties aggregating 7,607 apartment units located across five bordering states in the Sunbelt region of the United States.
This news release contains forward-looking information within the meaning of applicable securities legislation, which reflects the REIT's current expectations regarding future events, including statements about any future offering of securities under the Shelf Prospectus or ATM Program and the anticipated use of proceeds thereof. In some cases forward-looking information can be identified by such terms as "will", "would" and "expected". Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the REIT's control that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. The REIT's estimates, beliefs and assumptions, which may prove to be incorrect, include those relating to anticipated future offerings of securities, the REIT's growth strategy, and that COVID-19 will not have a material impact on the REIT's operations, business and financial results. The risks and uncertainties that may impact such forward-looking information include, but are not limited to, the impact of COVID-19 on the REIT's operations, business and financial results and the factors discussed under "Risks and Uncertainties" in the REIT's Management's Discussion and Analysis for the three and nine months ended September 30, 2021 and under "Risk Factors" in the REIT's annual information form dated March 9, 2021, both of which are available on SEDAR (www.sedar.com). There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. The REIT does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. This forward-looking information speaks only as of the date of this news release.
SOURCE BSR Real Estate Investment Trust
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