Exchange Bulletin
DRI Healthcare Trust (DHT.UN, DHT.U) To Trade On Toronto Stock Exchange
February 9, 2021
| Issuer: | DRI Healthcare Trust (the "Trust") |
| Security: | Units |
| Symbol: | DHT.UN, DHT.U |
| Transaction: | An application has been conditionally approved by Toronto Stock Exchange ("TSX") for the listing of units of the Trust (the "Units"), subject to completion of a proposed initial public offering (the "Offering") of these securities as described in the Trust's Amended and Restated Preliminary Base PREP Prospectus dated January 27, 2021 (the "Prospectus"). It is anticipated that, in the next few days, the Trust will file a final base PREP prospectus and a supplemented PREP prospectus for its offering of Units. As soon as possible after the final base PREP prospectus is cleared by the relevant securities regulatory authorities and a supplemented PREP prospectus is filed, TSX will post the Units for trading on an "if, as and when issued" basis under the trading information set out below. Before the Units are posted for trading on such basis, TSX will issue a trader note confirming both the pricing and the expected closing date for the Offering. If and when the Offering closes, the Units will be listed on TSX. |
| Trading currencies: | CDN$, US$ |
| Temporary market maker: | National Bank Financial Inc. |
| Other markets: | None. |
| Settlement: | Subject to the closing of the Offering: (i) all trades in "DHT.UN" and "DHT.U" on and before the third trading day preceding the closing date will be for special settlement on the closing date and will appear on the Settlement Report from CDS Clearing and Depository Services Inc. ("CDS"); and (ii) all trades in "DHT.UN" and "DHT.U" for each of the two trading days preceding the closing date will be for special settlement two business days after the trade date and will appear on the Settlement Report from CDS. If the Offering does not close, all of the "if, as and when issued" trades will be cancelled. No securities will be delivered and no money will be owed by purchasers to sellers. Parties who are entitled to receive Units under the Offering may sell such securities in the "if, as and when issued" market without being subject to restrictions on short sales. Parties who are not entitled to receive Units under the Offering must comply with the short sale rule in all respects for any sales they make in the "DHT.UN" and "DHT.U" "if, as and when issued" market. If and when the Offering closes, there will be no further trading in "DHT.UN" and "DHT.U" on an "if, as and when issued" basis and the Units issued at such closing will trade on a regular settlement basis. |
| Listing category: | Industrial, Exempt Issuer |
| Security ownership registration: | Non-certificated inventory system administered by CDS. |
| Investor relations: | Rhizza Marbella Vice President, Corporate Accounting & Investor Relations (647) 295-4371 Email: rhizzam@dricapital.com |
| Incorporation: | The Trust is an unincorporated, open-ended trust established under the laws of the Province of Ontario pursuant to a declaration of trust on October 21, 2020. |
| Fiscal year end: | December 31 |
| Nature of business: | The Trust is a newly-formed entity created to provide unitholders with exposure to the pharmaceutical and biotechnology industries through the ownership and acquisition of pharmaceutical royalties. |
| Transfer agent and registrar: | Computershare Investor Services Inc. at its principal office in Toronto. |
| Distributions: | The Trust anticipates paying cash distributions equal to approximately 20% to 30% of its available cash generated on an annual basis, which it defines as cash generated from operating activities, less interest paid, debt repayment obligations on its securitization indebtedness and debt issuance costs. The Trust currently intends to pay such cash distributions in the form of four quarterly cash distributions and one additional special cash distribution. |
| Sponsorship: | Not applicable. |
| Offering document: | The Trust's Amended and Restated Preliminary Base PREP Prospectus dated January 27, 2021 (the "Prospectus") which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the Prospectus. |
| Initial public offering: | The offering price of the Units will be between US$10.00 and US$11.00 per Unit (the "Offering Price"). The combined gross proceeds from the Offering (at an assumed Offering Price of US$10.00 per unit) and the concurrent private placement referred to below (the "Private Placement") will be approximately US$400 million. The Trust anticipates issuing approximately 40,100,000 units pursuant to the Offering and the Private Placement. The Units are being offered in Canada by Scotia Capital Inc., UBS Securities Canada Inc. and RBC Dominion Securities Inc. (together, the "Joint Bookrunners") and BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc. and Canaccord Genuity Corp. (together with the Joint Bookrunners, the "Canadian Underwriters"), and in the United States by certain U.S. broker-dealers, including the U.S. broker-dealer affiliates of the Canadian Underwriters (together with the Canadian Underwriters, the "Underwriters"). Concurrently with the completion of the Offering, DRI Capital Inc. (the "Manager"), certain of its personnel and certain current and former investors in the DRI Capital Funds and certain other investors will purchase Units of the Trust by way of the Private Placement at a discount to the Offering Price. The Trust has granted the Underwriters an option to purchase 15% of the number of Units sold under the base offering, which does not include the Units to be purchased in the Private Placement. |
| TSX contact: | Chris Birkett, Managing Director, Toronto Stock Exchange |