DREAMUNLIMITED CORP. (TSX:DRM, Financial) (“Dream”) today announced that Dream and its joint actors have sold an aggregate of 7,608,897 REIT Units, Series A (“Units”) of Dream Office REIT (TSX: D.UN) (“Dream Office”) at a price of $15.50 per Unit (the “Purchase Price”) pursuant to Dream Office’s substantial issuer bid to purchase for cancellation up to 12,500,000 of its outstanding Units at the Purchase Price (the “Offer”), resulting in aggregate cash proceeds to Dream and its joint actors of $117,937.903.50.
Earlier today, Dream Office announced the final results of the Offer. Holders of LP Class B Units, Series 1 (“Exchangeable Units”) of Dream Office LP, a subsidiary of Dream Office, were permitted to participate in the Offer by tendering their Exchangeable Units on an as-exchanged basis. The Exchangeable Units are indirectly exchangeable on a one-for-one basis for Units (and are accompanied by an equivalent number of Special Trust Units of Dream Office entitling the holder to one vote for each Special Trust Unit at meetings of unitholders of Dream Office).
Prior to the completion of the Offer, Dream and its joint actors had beneficial ownership of, or control or direction over 14,722,387 Units and 5,233,823 Exchangeable Units, representing approximately 39.63% of the issued and outstanding Units on a fully exchanged basis (assuming the exchange of all outstanding Exchangeable Units that are exchangeable into Units) prior to completion of the Offer. Immediately following the completion of the Offer, Dream and its joint actors own, or have control or direction over, an aggregate of 7,113,490 Units and 5,233,823 Exchangeable Units, representing approximately 32.62% of the issued and outstanding Units on a fully exchanged basis (assuming the exchange of all outstanding Exchangeable Units that are exchangeable into Units) following completion of the Offer.
Dream and its joint actors disposed of their Units pursuant to the Offer for investment purposes. Dream and its joint actors intend to evaluate their investments in Units on a continuing basis and either may acquire Units or decrease their holdings of Units in the future. Dream is indirectly controlled by Mr. Michael Cooper, President and Chief Responsible Officer of Dream. Dream provides strategic advice to Dream Office pursuant to a management services agreement. Mr. Cooper also serves as the Chief Executive Officer and Chair of the Board of Trustees of Dream Office. Mr. Cooper and Dream have no current intention relating to their investment in Dream Office, but depending on market conditions, general economic and industry conditions, Dream Office’s business and financial condition and/or other relevant factors, may in the future form an intention, with respect to one or more of the transactions or matters referred to above.
This press release is being issued pursuant to the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”) of the Canadian Securities Administrators. A copy of the report to be filed by Dream in connection with the transactions described herein will be available on Dream Office’s SEDAR profile at www.sedar.com, and can also be obtained by contacting Mr. Robert Hughes, General Counsel, Dream Unlimited Corp. at 416-365-3535.
Dream and Dream Office’s head office is located at Suite 301, State Street Financial Centre, 30 Adelaide Street East, Toronto, Ontario M5C 3H1.
About Dream Unlimited
Dream is a leading developer of exceptional office and residential assets in Toronto, owns stabilized income generating assets in both Canada and the U.S., and has an established and successful asset management business, inclusive of $24 billion of assets under management across four Toronto Stock Exchange listed trusts, our private asset management business and numerous partnerships. We also develop land and residential assets in Western Canada. Dream expects to generate more recurring income in the future as its urban development properties are completed and held for the long term. Dream has a proven track record for being innovative and for our ability to source, structure and execute on compelling investment opportunities.
Forward-Looking Information
This press release may contain forward-looking information within the meaning of applicable securities legislation, including, but not limited to, statements regarding Dream and its joint actors’ investment intentions with respect to Dream Office and the acquisition or disposition of Units by Dream and its joint actors in the future. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Dream’s control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These assumptions include, but are not limited to: the nature of development lands held and the development potential of such lands, interest rates and inflation remaining in line with management expectations, our ability to bring new developments to market, anticipated positive general economic and business conditions, including low unemployment and interest rates, positive net migration, oil and gas commodity prices, our business strategy, including geographic focus, anticipated sales volumes, performance of our underlying business segments and conditions in the Western Canada land and housing markets. Risks and uncertainties include, but are not limited to, general and local economic and business conditions, the impact of the COVID-19 pandemic on Dream and uncertainties surrounding the COVID-19 pandemic, including government measures to contain the COVID-19 pandemic employment levels, risks associated with unexpected or ongoing geopolitical events, including disputes between nations, terrorism or other acts of violence, international sanctions and the disruption of movement of goods and services across jurisdictions, inflation or stagflation, regulatory risks, mortgage and interest rates and regulations, risks related to a potential economic slowdown in certain of the jurisdictions in which we operate and the effect inflation and any such economic slowdown may have on market conditions and lease rates, environmental risks, consumer confidence, seasonality, adverse weather conditions, reliance on key clients and personnel and competition. All forward-looking information in this press release speaks as of June 22, 2023. Dream does not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise, except as required by law. Additional information about these assumptions and risks and uncertainties is disclosed in filings with securities regulators filed on SEDAR (www.sedar.com).
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