Correction from source - Markborough announces final terms of $236 million rights offering and first quarter results.TORONTO--(BUSINESS WIRE)--June 17, 1996--MARKBOROUGH PROPERTIES(TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). , ME: MPI MPI - Message Passing Interface ) Markborough Properties Inc. announced today the final terms of its previously announced rights offering of 8 percent unsecured Unsecured A loan or equity interest that is given without any guarantee of payment, performance, satisfaction or opportunity for return from the recipient. No property, interest or security is used as collateral in either a guarantee or a pledge. debentures due June June: see month. 30, 2004 (the "8 percent Debentures"). Gross proceeds of the offering will be $236,305,400. Holders of record of common shares at the close of business on June 21, 1996 will be entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to one right per share. 92 rights will enable a holder to subscribe for $100 principal amount of 8 percent Debentures. The rights expire expire /ex·pire/ (ek-spi´er) 1. to exhale. 2. to die. ex·pire v. 1. To breathe one's last breath; die. 2. To exhale. at 4:00 p.m. (local time) on July 12, 1996. The 8 percent Debentures will rank senior to the Company's existing 6 percent Convertible Subordinated Debentures subordinated debenture An unsecured bond with a claim to assets that is subordinate to all existing and future debt. Thus, in the event that the issuer encounters financial difficulties and must be liquidated, all other claims must be satisfied before (the "6 percent Debentures") and subordinate to all other indebtedness INDEBTEDNESS. The state, of being in debt, without regard to the ability or inability of the party to pay the same. See 1 Story, Eq. 343; 2 Hill. Ab. 421. 2. of the Company (other than trade payables Payables Related: Accounts payable ). On or after the redemption or repayment of the 6 percent Debentures, the 8 percent Debentures will be convertible into, and redeemable Redeemable Eligible for redemption under the terms of an indenture. and repayable by way of issuance of, 6 percent Convertible Voting First Preferred Shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. of the Company (the "Preferred Shares") based on a conversion price equal to the lower of (i) $0.40 per share and (ii) the price per common share at which the 6 percent Debentures are repaid by way of issuance of common shares (which may occur on or after March 11, 2000). The 6 percent Debentures may only be redeemed re·deem tr.v. re·deemed, re·deem·ing, re·deems 1. To recover ownership of by paying a specified sum. 2. To pay off (a promissory note, for example). 3. or repaid in cash with the consent of the holders of the 8 percent Debentures. Each Preferred Share will be convertible at any time into one common share of the Company. The Woodbridge Company Limited and its affiliates, holders of approximately 64 percent of the common shares of Markborough, have indicated that they will exercise the rights they receive and will provide a standby commitment Standby commitment An agreement between a corporation and investment firm that the firm will purchase whatever part of a stock issue that is offered in a rights offering that is not subscribed to in the two- to four- week standby period. to ensure that the rights offering is fully subscribed Fully Subscribed A situation in which an underwriting firm has successfully sold to investors all of its available issues of a public offering of securities. When the issue is fully subscribed, the underwriter's risk of being undersubscribed (being unable to sell its allotment of . "The completion of this offering will allow the Company to pursue its strategic plan from a stable financial base," said Henry G. Ciocca, President and Chief Executive Officer. "The 8 percent Debentures will provide our shareholders with the opportunity to participate in future value creation from a senior ranking position, while enjoying a current return from their investment," he said. The Company also announced that it generated $35 million in cash from operating and investing activities for the quarter ended April 30, 1996 which was used to reduce debt. This represents a $64 million improvement over the first quarter of last year, resulting from asset sales, which produced $45.3 million in net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). , and from improvements in working capital. "We have made significant progress this quarter toward achieving the goals of our strategic plan" said Mr. Ciocca. "With a successful asset disposition program and the extension of our operating credit lines, we are building a stable platform for future growth. Our strategy is to focus on high quality, income producing properties while we accelerate the conversion of our land inventory into cash," he said. The Company recorded a net loss for the quarter of $10.4 million ($0.05 per share) compared to net income of $1.1 million ($0.00 per share) for the same period last year. The net loss reflects the Company's decision to record asset write downs of $417 million at the end of last fiscal year resulting in a much smaller book asset base upon which to capitalize To regard the cost of an improvement or other purchase as a capital asset for purposes of determining Income Tax liability. To calculate the net worth upon which an investment is based. To issue company stocks or bonds to finance an investment. interest ($0.5 million capitalized Capitalized Recorded in asset accounts and then depreciated or amortized, as is appropriate for expenditures for items with useful lives longer than one year. this quarter vs. $13.0 million capitalized for the same period last year). On a comparable basis rental income Noun 1. rental income - income received from rental properties income - the financial gain (earned or unearned) accruing over a given period of time was relatively unchanged, but due to asset sales cumulative rental income declined from $32.7 million in the prior year period to $30.9 million in the current quarter. Ancillary Subordinate; aiding. A legal proceeding that is not the primary dispute but which aids the judgment rendered in or the outcome of the main action. A descriptive term that denotes a legal claim, the existence of which is dependent upon or reasonably linked to a main claim. tenant vacancies in the retail properties of 6.5 percent remained relatively unchanged from January 31, 1996, while retail sales per square foot increased 3.4 percent over the prior year period. The office vacancy VACANCY. A place which is empty. The term is principally applied to cases where an office is not filled. 2. By the constitution of the United States, the president has the power to fill up vacancies that may happen during the recess of the senate. rate, for comparable properties, stood at 8.2 percent at the end of the current quarter, an improvement over the 13.2 percent rate for the same period last year. The Company announced that it had entered into builder contracts for single family and condominium condominium In modern property law, individual ownership of one dwelling unit within a multidwelling building. Unit owners have undivided ownership interest in the land and those portions of the building shared in common. lot sales at its Meadowvale residential site in Mississauga, Ontario For the First Nation, see . Mississauga (pronounced: [ˌmɪsɪˈsɑgə] listen and that it had commenced a 28,000 square foot expansion of Richmond Centre
Richmond Centre is a provincial electoral district for the Legislative Assembly of British Columbia, Canada. , its regional shopping centre in Richmond, B.C. The Company also expects to begin construction of Simcoe Centre Simcoe Centre was a federal electoral district in Ontario, Canada, that was represented in the Canadian House of Commons from 1988 to 1997. This riding was created in 1987 from parts of Grey—Simcoe, Simcoe South and Wellington—Dufferin—Simcoe ridings. in Barrie, Ontario For the electoral district, see . Barrie is a city of 128,430 residents,<ref name="2006CensCommun" /> the 35th largest municipality in Canada.<ref name="2006CensMuniPops" /> It is located on Kempenfelt Bay, an arm of Lake Simcoe in Central during the fall of 1996. Markborough's asset sales program continues to proceed ahead of schedule with the closings of the Denver office building and the Meadowvale hotel during the first quarter and with the announcement of the contract to sell its minority interests in five shopping centres to Cambridge Leaseholds Ltd. Negotiations for further asset sales are ongoing and, consistent with the Company's strategic plan, a number of additional properties have been listed for sale. In May the Company completed negotiations with its operating lenders to extend operating lines beyond their current maturities. Markborough Properties Inc. is a major real estate company that owns and manages retail and office properties and develops residential and commercial land holdings. Markborough's portfolio includes shopping centres, residential and commercial land holdings in Canada and office properties in Canada, the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and the United Kingdom. Operating Results (in millions of dollars except per share amounts)
Quarter Ended April 30
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1996 1995 (1)
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Revenue
Income properties $ 53.4 $ 54.9
Land 0.9 4.9
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$ 54.3 $ 59.8
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Income (loss)
Income properties $ 30.9 $ 32.7
Land (1) 0.2 1.2
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$ 31.1 $ 33.9
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Income (loss) before tax (2) $ (9.7) $ 1.7
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Net Income (loss) $ (10.4) $ 1.1
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Per Common Share (2)
Net income (loss) $ (0.05) $ 0.00
(1) Comparative figures restated due to retroactive application at CICA recommendations regarding presentation and disclosure of financial instruments. (2) Based on weighted average number of common shares outstanding in the period: 217,400,931 in 1996 and in 1995. -0- Financial Position (in millions of dollars)
As at April 30
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1996 1995 (1)
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Income properties $ 997.1 $ 1,192.1
Sites 304.9 504.5
Land 84.4 136.7
Deferred income taxes recoverable - 40.5
Other assets 42.9 85.3
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$ 1,429.3 $ 1,959.1
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Debt $ 1,321.3 $ 1,383.4
Accounts payable and other 53.0 59.3
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1,374.3 1,442.7
Convertible debentures and
shareholders' equity 55.0 516.4
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$ 1,429.3 $ 1,959.1
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Statement of Changes
(in millions of dollars)
Quarter Ended April 30,
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1996 1995 (1)
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Operating activities:
Net income (loss) $ (10.4) $ 0.1
Non-cash items, net 6.0 6.9
Tenants inducements (2.3) (0.7)
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Cash flow from income producing
property operating activities (6.7) 6.3
Cash flow from land operating activities 0.7 2.0
Other assets, net 1.1 (20.0)
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Total operating activities (4.9) (11.7)
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Investing activities:
Income properties and sites
Construction $ (4.8) $ (1.9)
Carrying and pre-development costs
on sites (0.5) (15.3)
Proceeds from sales 45.3 -
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Total investing activities $ 40.0 $ (17.2)
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Total operating and investing
activities $ (35.1) $ (28.9)
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Financing activities:
Repayment of income property
mortgages relating to income
property sale (12.0) -
Other repayment of income property
mortgages (34.3) (10.3)
Proceeds from income property mortgages 36.3 5.2
Increase in bank indebtedness 55.7 34.0
Repayment of commercial paper (80.8) -
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Total financing activities $ (35.1) $ 28.9
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CONTACT: Markborough Properties Inc. Simon W. Nyilassy, 416/591-2841 |
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