Toronto, Ontario--(Newsfile Corp. - December 17, 2021) - Value Capital Trust (TSXV: VLU.P) ("Value") and AIP Yield Fund, LP ("AIPYF") announce that they have closed the previously announced brokered private placement of subscription receipts of AIPYF (the "Subscription Receipts") announced on February 18, 2021, as updated in press releases dated June 24, 2021, August 6, 2021 and November 23, 2021. Pursuant to the offering (the "Offering"), AIPYF issued an aggregate of 2,752,500 Subscription Receipts at a price of USD$2.00 per Subscription Receipt (the "Offering Price") for aggregate gross proceeds of USD$5,505,000. The Offering was led by Laurentian Bank Securities Inc., as lead agent (the "Lead Agent"), Canaccord Genuity Corp., Cormark Securities Inc. and iA Private Wealth Inc. (together with the Lead Agent, the "Agents") pursuant to an agency agreement (the "Agency Agreement") between AIPYF, AIP Yield Fund GP Inc., AllTrades Industrial Development, LLC ("AllTrades"), Value and the Agents.
The Subscription Receipts were created and issued pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") between TSX Trust Company, as subscription receipt agent and escrow agent (the "Escrow Agent"), AIPYF, AllTrades, Value and the Lead Agent, on its own behalf and on behalf of the Agents. Each Subscription Receipt will be automatically converted, without payment of additional consideration or further action by the holder thereof, for one limited partnership unit (the "Units"), subject to adjustment in certain events, immediately upon the satisfaction or waiver of certain customary escrow release conditions set forth in the Subscription Receipt Agreement (the "Escrow Release Conditions") at or before 5:00 p.m. (Toronto time) on April 16, 2022 (the "Escrow Release Deadline"). Upon closing of the Proposed Transaction (as defined below), each Unit will be automatically exchanged for a trust unit of Value.
Pursuant to the terms of the Agency Agreement, in consideration for their services in connection with the Offering, the Agents received (A) a cash commission equal to 8.0% of the aggregate gross proceeds of the Offering excluding proceeds on subscriptions from certain subscribers (the "Agents' Commission"), and (B) such number of agents' warrants (the "Agents' Warrants") as is equal to: (i) 8.0% of the aggregate number of Subscription Receipts issued under the Offering, excluding Subscription Receipts issued to certain subscribers. Each Agents' Warrant is exercisable into one Unit at the Offering Price for a period of 12 months following satisfaction of the Escrow Release Conditions. On closing of the Offering, the gross proceeds from the Offering less 50% of the Agents' Commission, as well as certain expenses of AIPYF and the expenses of the Agents incurred in connection with the Offering (the "Escrowed Proceeds") were delivered to and are held by the Escrow Agent and have been invested pursuant to the terms of the Subscription Receipt Agreement (the Escrowed Proceeds, together with all interest and other income earned thereon, are referred to herein as the "Escrowed Funds").
The remaining 50% of the Agents' Commission and certain additional expenses of the Agents will be released from escrow and delivered to the Agents from the Escrowed Funds and the balance of the Escrowed Funds will be released from escrow to AIPYF upon satisfaction of the Escrow Release Conditions prior to the Escrow Release Deadline.
In the event that (i) the Escrow Release Conditions are not satisfied on or before the Escrow Release Deadline, or (ii) prior to the Escrow Release Deadline, AIPYF delivers to the Agents and the Escrow Agent a notice declaring that AIPYF will not be proceeding with the Proposed Transaction, holders of the Subscription Receipts shall be entitled to receive from the Escrow Agent and the Escrow Agent shall pay to each holder of Subscription Receipts an amount equal to the aggregate Offering Price of the Subscription Receipts held by them plus their pro rata share of any interest earned thereon, net of any applicable withholding tax in accordance with the Subscription Receipt Agreement, and all of the Subscription Receipts shall be cancelled. If the amount of the Escrowed Funds, including all interest thereon, would not be sufficient to satisfy any such payment (a "Shortfall"), then pursuant to the Subscription Receipt Agreement, AIPYF will be required to deposit an additional amount sufficient to satisfy the Shortfall, with the Escrow Agent prior to the time at which the payment is required. AllTrades has unconditionally guaranteed the due and prompt payment of any Shortfall by AIPYF and has covenanted to, if necessary, cause certain assets owned by one of its subsidiaries to be sold to cover the entire balance of the Shortfall.
Proposed Transaction
AIPYF and Value entered into a letter of intent dated December 18, 2020, as amended by a first amending agreement dated January 31, 2021, a second amending agreement dated April 29, 2021, a third amending agreement dated July 26, 2021 and a fourth amending agreement dated effective September 20, 2021 (the "Letter of Intent"). The Letter of Intent is effective until January 31, 2022.
AIPYF and Value plan to complete the previously announced transaction that will result in a reverse take-over of Value by AIPYF (the "Proposed Transaction"). The Proposed Transaction will also result in the name of Value being changed to AIP Realty Trust. The Proposed Transaction will be an arm's length transaction, and, if completed, will constitute Value's "Qualifying Transaction" (as such term is defined in TSXV Policy 2.4).
For further information, please contact:
Value Capital Trust
Name: Nathan Smith
Title: Chief Executive Officer
Phone: (345) 926-4915
AIP Yield Fund, LP
Name: Leslie Wulf
Title: Chief Executive Officer
Phone: (214) 679-5263
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Value and AIPYF with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding the completion of the Proposed Transaction and the automatic conversion of the Subscription Receipts into LP Units.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Value and AIPYF's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Value and AIPYF believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the issuer resulting from the Proposed Transaction. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to complete the Proposed Transaction on the terms or timing described herein; changes in general economic, business and political conditions, including changes in the financial markets; and the diversion of management time on the Offering. This forward-looking information may be affected by risks and uncertainties in the business of Value and AIPYF and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Value and AIPYF have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Value and AIPYF do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
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