ViveRE Communities Announces Public Offering of Common Shares To Fund Four Recently Announced Acquisitions, Institutes Quarterly Dividend
November 17 2020ViveRE Communities Announces Public Offering of Common Shares To Fund Four Recently Announced Acquisitions, Institutes Quarterly Dividend
- Continue to assemble a high quality portfolio of 55+ active-living properties
- 9 buildings, over 530 units post completion of the new acquisitions
- Strong acquisition pipeline of new product in 2021
- Partnering with market leading third-party service providers to add incremental revenue
Halifax, NS, Canada – November 16, 2020 – ViveRE Communities Inc. (TSX.V: VCOM) (“ViveRE” or the “Company”) announced today that it has entered into an engagement agreement with Echelon Wealth Partners Inc. as co-lead agent and sole bookrunner for a syndicate of agents (the “Agents”), and has filed a preliminary short form prospectus with the securities regulatory authorities in the provinces of Nova Scotia, New Brunswick, Newfoundland and Labrador, Ontario, Manitoba, Saskatchewan, Alberta, British Columbia and Prince Edward Island, pursuant to which the Company has agreed to issue, and the Agent has agreed to sell, on a “commercially reasonable best efforts” basis (the “Offering”), up to $7,500,000 of common shares (the “Shares). The syndicate of Agents includes Canaccord Genuity Corp. as co-lead and Laurentian Bank Securities Inc.
The Company has also agreed to grant the Agents an option (the “Over-Allotment Option”), exercisable in whole or in part at the sole discretion of the Agents, any time not later than the 30th day following the Closing Date (as defined below), to offer up to an additional 15% common shares (the “Over-Allotment Shares”) at the offering price for additional gross proceeds of up to $1,125,000, for the purpose of covering over-allotments made in connection with the Offering and for market stabilization purposes.
The closing of the Offering is anticipated to occur on December 9, 2020 or such other date as the Company and the Agents may agree (the “Closing Date”).
The Acquisitions
The Company intends to use a portion of the gross proceeds of the Offering to finance the acquisition of three multi-family properties in Moncton, New Brunswick, located at 2380 Mountain Road, 27 Edmond Street and 50 Maplewood Drive (“Mountain Road”, “Edmond Street” and “Maplewood”, respectively), and to finance the acquisition of a multi-family property located at 51 Noel Avenue in Saint John, New Brunswick (the “Noel Property”). The acquisitions of Mountain Road, Edmond Street, Maplewood and the Noel Property are hereinafter referred to as the “Acquisitions”.
Noel Property
Village View No. 3 Limited Partnership is a limited partnership formed under the laws of the Province of New Brunswick, whose sole asset is the Noel Property. The purchase price for the Noel Property is $11,250,000, subject to customary adjustments. The Noel property is a high quality, 47-unit multi-family building with 34 underground parking spaces, constructed in 2018 and is focused on the 55+ year-old active living demographic.
Mountain Road
The Mountain Road property is a high quality 64-unit multi-family building with 55 underground parking spaces, constructed in 2015 and also focused on the 55+ year-old active living demographic. The purchase price for Mountain Road is $12,307,000, subject to customary adjustments.
Both the Noel and Mountain Road properties are 100% occupied and offer high-end living spaces with granite countertops, stainless appliances, ensuite bathrooms and private balconies. Common areas include fitness facilities and media and community rooms.
Edmond Street
The Edmond Street property is an 18-unit multi-family building constructed in 2003. It is 100% occupied with 55+ residents. The purchase price for Edmond Street is $1,841,500, subject to customary adjustments.
Maplewood
The Maplewood Property is a 13-unit multi-family building constructed in 1995. It is 100% occupied with 55+ residents. The purchase price for Maplewood is $1,151,500, subject to customary adjustments.
Following completion of the Acquisitions, the Company will own 19 buildings and over 530 units. In addition, the Company has an accessible near term pipeline of qualified properties with an aggregate value in excess of $50,000,000 and is currently finalizing agreements with market leading service providers to provide additional conveniences for our residents.
Quarterly Dividend Payment
The Board of Directors of the Company have approved an annual dividend of $0.002 per common share to be paid quarterly commencing in the first quarter of 2021 upon the successful completion of the Offering.
“We are pleased to begin to provide shareholders with a responsible yield from the indirect ownership of multi-family properties in the active-living segment, ” said Mike Anaka, President and CEO of the Company. “This decision is an important milestone in the continued growth of the Company and delivers on our committment to shareholders to instutite a dividend at the appropriate time.” The $0.002 per common share dividend represents approximately a 10% payout ratio on expected 2021 AFFO.
Copies of the acquisition agreements for the Mountain Road, Edmond Street, Maplewood and 51 Noel properties are available on the Company’s SEDAR profile.
The Acquisitions and the Offering will be subject to certain customary conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV, and the applicable securities regulatory authorities. A copy of the preliminary short form prospectus is available on SEDAR under the Company’s profile at www.sedar.com.
The common shares subject to the Offering have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration under or an applicable exemption from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy the shares herein described, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
About ViveRE Communities Inc.
ViveRE continues to execute its plans to acquire recently built or refurbished, highly leased multi-residential properties in bedroom communities across Canada. The Company aims to satisfy the needs of the newly emerging 55+ resident. The demographic that has changed the world is now changing the way residential rental apartments cater to their requirements. Their desire for community, along with service and convenience amenities has led to the emergence of the 55+ active living segment. Apartments are the next “home”, after years of owning they look forward to the carefree lifestyle provided through renting in a community of their peers. ViveRE intends to consolidate this emerging market niche. The Company currently owns 391 units in New Brunswick and Ontario. ViveRE has also developed a robust pipeline of qualified properties for potential acquisition. By Screening the properties identified to match the criteria set out in the Company business plan (proximity to healthcare, amenities, services and shopping), management has identified a significant pipeline of potential acquisitions for consideration by the Board of the Company.
Forward-looking statements
This news release contains forward-looking statements relating to the future operations of ViveRE and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “aims”, “intends”, “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Acquisitions and the Offering, the size and pricing of the Offering, receipt of requested TSXV and securities regulatory approvals, and the future plans and objectives of ViveRE Communities Inc, are forward-looking statements that involve risks and uncertainties, and are necessarily based on a number of assumptions that, while considered reasonable by management, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from ViveRE Communities Inc.’s expectations include other risks detailed from time to time in the filings made by ViveRE Communities Inc. with securities regulators.
Forward-looking information in this news release includes expectations relating to: ViveRE’s ability to satisfy customary closing conditions with respect to the Acquisitions; the pipeline for future acquisitions which may be impacted by ViveRE’s ability to negotiate suitable terms, due diligence, access to capital and market conditions; operating results which may be impacted by unexpected vacancies and maintenance expenses; availability of capital which may be impacted by the results of the offering, capital market and borrowing conditions and the implementation of a $0.002 per common share dividend representing approximately a 10% payout ratio on expected 2021 AFFO.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of ViveRE Communities Inc. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and ViveRE Communities Inc. will only update or revise publicly the included forward-looking statements as expressly required by Canadian securities law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
For further information, please contact:
Michael Anaka
Chief Executive Officer
902-440-7579