TORONTO, ONTARIO–(Marketwired – May 16, 2017) – CHC Student Housing Corp. (“CHC” or the “Company”) (TSX VENTURE:CHC) announces that it has closed its previously announced non-brokered private placement (the “Financing”), pursuant to which it has issued 381,284 common shares at a price of $1.75 per share for gross proceeds of $667,247. All shares issued in connection with the Financing are subject to a four-month hold period from the date of issuance in accordance with applicable securities laws. The Financing is subject to final acceptance by the TSX Venture Exchange.
All of the directors of the Company participated in the Financing and subscribed for a total of 202,712 common shares under the Financing. Such subscriptions constitute a “related party transaction” under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 from the formal valuation and minority shareholder approval requirements of MI 61-101 for the related party transaction, as neither the fair market value of securities issued to insiders nor the consideration paid by insiders exceeded 25% of the Company’s market capitalization. The Company did not file a material change report 21 days prior to the closing of the Financing as the details of the participation of the related parties of the Company had not been confirmed at that time.
The Company intends to use the proceeds of the Financing to address its current working capital position including to satisfy certain payables and to fund the Company’s operations while its special committee pursues the Company’s process to identify, examine and consider strategic and financial alternatives potentially available to the Company with a view to enhancing shareholder value as announced by the Company on April 11, 2017.
Early Warning Disclosure
Craig Smith, a director of the Company, announces that he has acquired ownership and control under the Financing of 165,714 common shares of the Company, representing approximately 6.1% of the issued and outstanding common shares, and will file an early warning report in respect of such acquisition.
Prior to the transaction, Mr. Smith owned or controlled, directly or through his holding company Smycorp Investments Inc. (i) 288,137 common shares of CHC, representing 12.3% of its issued and outstanding common shares, (ii) 230,159 common share purchase warrants of CHC (the “Warrants”), representing approximately 26.4% of its issued and outstanding Warrants, and (iii) 12,132 stock options of CHC, representing approximately 30.0% of its issued and outstanding stock options. In connection with his participation in the Financing, Mr. Smith has voluntarily surrendered for cancellation 135,000 of the Warrants owned by him, each of which was exercisable to acquire one common share of CHC at an exercise price of $11.05 per share until November 19, 2017.
Following his purchase of the common shares under the Financing and the cancellation of the Warrants owned by him noted above, Mr. Smith now owns or controls (i) 453,851 common shares of CHC, representing 16.7% of its issued and outstanding common shares, (ii) 95,159 Warrants, representing approximately 12.9% of the issued and outstanding Warrants, and (iii) 12,132 stock options of CHC, representing approximately 30.0% of the issued and outstanding stock options. Assuming the exercise of the Warrants and options owned or controlled by Mr. Smith, he would own or control an aggregate of 561,142 common shares, representing approximately 19.9% of the issued and outstanding common shares post-exercise.
Mr. Smith acquired the securities for investment purposes and has no present intention to acquire further securities of CHC, although he may in the future acquire or dispose of securities of CHC, through the market, privately or otherwise, as circumstances or market conditions warrant.
A copy of the early warning report to be filed by Mr. Smith with applicable securities commissions in connection with this acquisition will be available for viewing under CHC’s profile on SEDAR at www.sedar.com and a copy of the early warning report may be obtained by contacting Mr. Smith at (416) 947-7075.
For more information about this early warning disclosure, please contact:
| Craig Smith |
| 166 Pearl Street, Suite 300 |
| Toronto, Ontario M5H 1L3 |
| Telephone: (416) 947-7075 |
About CHC Student Housing Corp.
CHC Student Housing Corp. is Canada’s only publicly traded company offering high-quality purpose-built student housing properties strategically located on campus or in close proximity to universities and colleges providing students a safe and secure living environment, affordable prices and high-quality amenities. CHC is focused on student housing in primary and well understood secondary markets in Canada.
Neither the TSX Venture Exchange (“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 release.
Mark Hansen
President and Chief Executive Officer
(647) 288-9355
mhansen@chcrealty.ca