27.12.2018 22:33:00
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Early Warning News Release Pursuant to National Instrument 62-103
LOTUS CRUX FILES EARLY WARNING EXIT REPORT
TORONTO, Dec. 27, 2018 /CNW/ - On December 27, 2018, Lotus Crux WIP Limited Partnership ("WIP LP"), a joint actor to Lotus Crux REIT LP ("Lotus Crux"), completed a distribution of 3,030,033 Class B LP Units, on a pro rata basis, to its limited partners (the "Distribution"). Following the Distribution, Lotus Crux, together with its joint actors (collectively, the "Lotus Crux Group") ceased to exercise control or direction over, directly or indirectly, an aggregate of 1,399,139 Class B LP Units, representing approximately 1.49% of the issued and outstanding trust units ("Units") of Pro Real Estate Investment Trust (the "REIT"), assuming the exchange of all outstanding Class B LP Units of PRO REIT Limited Partnership for Units on a one-for-one basis in accordance with, and subject to, the terms and conditions of the exchange agreement of the REIT dated March 11, 2013 (the "Exchange Agreement").
The Lotus Crux Group now has beneficial ownership of, or control or direction over, directly or indirectly, less than 10% of the issued and outstanding Units, assuming the exchange of all outstanding Class B LP Units of PRO REIT Limited Partnership for Units on a one-for-one basis in accordance with, and subject to, the terms and conditions of the Exchange Agreement.
Immediately before the Distribution, the Lotus Crux Group held beneficial ownership or the power to exercise control or direction over, directly or indirectly in respect of, an aggregate of: (a) 2,241,600 Units and (b) 4,487,544 Class B LP Units of PRO REIT LP. Together, these Units and Class B LP Units represented approximately 7.2% of the issued and outstanding Units, assuming the exchange of all outstanding Class B LP Units of PRO REIT LP for Units on a one-for-one basis in accordance with and subject to, the terms and conditions of the Exchange Agreement.
Immediately following the Distribution, the Lotus Crux Group holds beneficial ownership or the power to exercise control or direction over, directly or indirectly in respect of, an aggregate of: (a) 2,241,600 Units of the REIT and (b) 3,088,405 Class B LP Units of PRO REIT LP. Together, these Units and Class B LP Units represent approximately 5.7% of the issued and outstanding Units, assuming the exchange of all outstanding Class B LP Units of PRO REIT LP for Units on a one-for-one basis in accordance with and subject to, the terms and conditions of the Exchange Agreement. In addition, Shenoor Jadavji and Peter Aghar, in their capacities as trustees of the REIT, hold deferred trust units of the REIT.
On December 27, 2018, concurrently with the Distribution, the REIT, PRO REIT Limited Partnership and Lotus Crux entered into a termination agreement, whereby the parties mutually agreed to terminate the support agreement between the REIT, PRO REIT Limited Partnership and the Lotus Crux dated September 30, 2014.
Lotus Crux and/or one or more of its affiliated or related entities, may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over Units of the REIT through market transactions, private agreements, property acquisition transactions, treasury issuances, grants pursuant to equity based compensation arrangements, convertible securities or otherwise.
The REIT is listed on the TSX Venture Exchange under the symbol "PVR.UN" with its head office located at 2000 Mansfield Street, Suite 920, Montreal, Quebec H3A 2Z6. Lotus Crux is a limited partnership organized in the province of Ontario and has its registered office at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9. Its principal business is real estate investment holdings.
This news release is being issued as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. Further information (including a copy of the early warning report to be filed on SEDAR) can be obtained at under the REIT's company profile or by contacting Peter Aghar at 416-930-1756 or Shenoor Jadavji at 604-569-9982.
SOURCE Lotus Crux REIT LP
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