MISSISSAUGA, ON, Oct. 16, 2015 /CNW/ – Morguard Corporation (TSX: MRC) (“Morguard”) announced that between September 30, 2015 and October 16, 2015, Morguard acquired 5,319,500 rights (the “Rights” and individually a “Right“) of Temple Hotels Inc. (“Temple Hotels“) at a weighted average price of approximately $0.106. One common share (“Common Share“) of Temple Hotels may be acquired upon the exercise of 1.133 Rights and the payment of $1.10 per common share. The 5,319,500 Rights acquired by Morguard entitle Morguard to acquire 4,695,062 Common Shares, representing approximately 9% of the issued and outstanding Common Shares of Temple Hotels on a partially diluted basis assuming only the conversion of Morguard’s Rights into Common Shares.
In addition, pursuant to the rights offering (the “Rights Offering“) being conducted by Temple Hotels, Morguard received 4,985,373 Rights. Assuming the full exercise of all of the Rights issued under the Rights Offering, including those issued to Morguard (together with the Rights purchased by Morguard), Morguard would be issued 9,095,209 Common Shares, representing 25% of the Common Shares issued pursuant to the Rights Offering.
Between June 16, 2015 and June 17, 2015, Morguard acquired 53,900 Common Shares of Temple Hotels. The Common Shares acquired by Morguard represent approximately 0.13% of the issued and outstanding Common Shares of Temple Hotels.
On June 16, 2015 Morguard acquired $100,000 aggregate principal amount of Series E Convertible Unsecured Debentures of Temple Hotels (the “Series E Debentures“). The Series E Debentures are convertible into Common Shares at a conversion price $8.00 per Common Share.
Assuming the conversion in full of the principal amount of the Series E Debentures, Morguard would acquire ownership and control over a maximum of 12,500 Common Shares, representing approximately 0.03% of the outstanding Common Shares, calculated on a partially diluted basis assuming the full conversion of the principal amount of its Debentures only.
Morguard currently holds 4,985,373 Common Shares, 10,304,873 Rights entitling Morguard to acquire 9,095,209 Common Shares, and convertible debentures of Temple Hotels that are convertible into a maximum of 526,284 Common Shares. Based on 41,200,108 Common Shares outstanding, and assuming the full exercise of all of the Rights issued under the Rights Offering and the conversion of the debentures held by Morguard only, Morguard would hold 18.7% of the then issued and outstanding Common Shares.
The Rights, Common Shares and the debentures were acquired for investment purposes. Morguard and its affiliates may, from time to time, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over securities of Temple Hotels through market transactions, private agreements or otherwise.
This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers which requires a report to be filed under the Company’s profile on SEDAR (www.sedar.com) containing additional information respecting the foregoing matters. A copy of such report may be obtained by contacting Beverley Flynn at Morguard Corporation, 55 City Centre Drive, Suite 1000, Mississauga, Ontario L5B 1M3.
About Morguard Corporation
Morguard Corporation is a major North American real estate and property management company. It has extensive retail, office, industrial and residential holdings owned directly and through its investment in Morguard REIT and Morguard North American Residential REIT. Morguard also provides real estate management services to institutional and other investors. Morguard’s owned and managed portfolio of assets is valued at more than $19 billion.
For more information, please visit Morguard.com.