TORONTO, ONTARIO–(Marketwired – Jan. 2, 2014) –
NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES.
Delavaco Residential Properties Corp. (TSX VENTURE:DVO.U) (“Delavaco“) formerly named Sereno Capital Corporation (TSX VENTURE:SZZ.H) (“Sereno“) is pleased to announce the completion of its previously announced business combination (the “Transaction“) with Delavaco Properties Inc. (“DPI“) on the terms set out in the joint management information circular of Delavaco and Sereno (the “Information Circular“) dated November 29, 2013. The Transaction constituted the Qualifying Transaction of Sereno as defined under the policies of the TSX Venture Exchange (the “TSXV” or the “Exchange“).
It is currently anticipated that trading of the common shares of Delavaco (the “Delavaco Shares“) will re-commence on or about January 3, 2014 under the symbol “DVO.U.” Delavaco Shares will trade in United States dollars.
Andrew DeFrancesco, Chairman and Chief Executive Officer of Delavaco comments: “We are very happy with the success Delavaco has achieved to date. As a public company, we will be able to accelerate our growth and therefore continue to be able to exploit the opportunities presenting themselves in the US residential market. Thank you to GMP and PowerOne Capital Markets for their continued support.”
Summary of the Business Combination
As part of the Transaction, the common shares of DPI were cancelled and former shareholders of DPI received that number of Sereno common shares equal to (A) the number of DPI common shares so cancelled, multiplied by (B) 7.36 (the “Consideration Shares“).
At a special shareholders’ meeting of Sereno held on December 30, 2013, Sereno shareholders approved the consolidation all of the issued and outstanding common shares of Sereno (including the Consideration Shares) on the basis of 7.36 pre-consolidation shares for one (1) post-consolidation Delavaco Share. The common share purchase warrants of DPI and the incentive stock options of Sereno were also adjusted to become exercisable for Delavaco Shares. Sereno shareholders also approved an amendment to the articles of incorporation to change Sereno’s name to “Delavaco Residential Properties Corp.”
At a special shareholders’ meeting of DPI held on December 30, 2013, DPI shareholders approved the completion of the business combination by way of a three-cornered amalgamation under the Business Corporation Act (Ontario) whereby DPI amalgamated with a wholly-owned subsidiary of Sereno. Additional information on the Transaction is included in the Information Circular and available on SEDAR at www.sedar.com.
To ensure that Delavaco met the minimum public board lot requirements of a Tier 2 Real Estate or Investment Issuer, a new special purpose entity (“Sereno Finco“) was established and completed an equity financing raising aggregate gross proceeds of US$47,150, consisting of 41,000 special shares of Sereno Finco at US$1.15 per share. The Sereno Finco shares were subsequently exchanged for an equivalent number of Delavaco Shares such that the total number of issued and outstanding Delavaco Shares on closing is 52,434,583, expressed on a non-diluted basis.
Prior to the completion of the Transaction, DPI completed an internal reorganization (the “Reorganization“), pursuant to which it indirectly acquired from Delavaco Real Estate Opportunities Corp. (“DREOC“), all of the issued and outstanding limited partnership units in certain limited partnerships holding title to various multi-family properties in Austin, Texas and Sunrise, Florida. As consideration for the Reorganization, DREOC received an aggregate of 14,149,844 Delavaco Shares and subsequently distributed such shares to former securityholders of DREOC.
As disclosed more fully in the Information Circular, in addition to the Reorganization, Delavaco had also contemplated acquiring the multi-family property held by Park Colony LLC (“Park Colony“), conditional upon the receipt of the consent of the Federal Home Loan Mortgage Corporation (“Freddie Mac“). The Freddie Mac consent was not obtained prior to the special shareholders’ meetings and in order to ensure that the Transaction was consummated in a timely manner and to provide immediate liquidity and access to the capital markets, Delavaco decided to complete the Transaction without acquiring the multi-family property held by Park Colony.
Board of Directors and Management
The board and management team now consists of the following individuals: Andrew DeFrancesco (Chairman, Chief Executive Officer and Director), Michael Galloro (Chief Financial Officer), Marc Muzzo (Director), Keith L. Ray (Director), Michael Serruya (Director), Kelly Hanczyk (Director) and Romeo De Gasperis (Director).
Sponsors and Auditors
GMP Securities L.P. (“GMP“) has acted as a Sponsor (as defined under applicable TSXV rules) for purposes of final Exchange approval. GMP conducted the required due diligence on Delavaco and submitted a sponsor report to the TSXV, confirming, among other things, DPI’s suitability for listing on the TSXV. PowerOne Capital Markets Limited acted as financial advisor in conjunction with the Transaction.
In connection with the business combination, Deloitte LLP was appointed as the new auditor of Delavaco, replacing Koster, Spinks & Koster LLP, the former auditors of Sereno.
Delavaco Properties Inc. was formed on January 27, 2011 to take advantage of the US housing crisis, by its founders Andrew DeFrancesco and Dallas Wharton, with the goal of significant capital appreciation through the recovery of the housing sector. Now a public company, Delavaco has its shares listed and posted for trading on the TSX Venture Exchange. Delavaco is focused on the ownership and management of single and multi-family residential properties located principally in the south-eastern United States. At closing of the Transaction, Delavaco’s real estate portfolio consists of more than 520 single-family homes in Florida, more than 295 single-family homes in Georgia and more than 300 multi-family units in Florida and Texas. Delavaco’s acquisition strategy involves the identification and purchase of under-valued residential properties located in highly populated and dynamic urban centers within the lower to middle income demographic sector with tenants who qualify for government funding under the United States rental voucher assisted program. Delavaco’s security holders include some of the leading Canadian institutional investors and real estate holding companies.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain information in this news release constitutes forward-looking statements under applicable securities law. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “intend” and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to Delavaco’s intended acquisition focus after closing of the Transaction. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; volatility of real estate prices; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; industry and government regulation; changes in legislation, income tax and regulatory matters; the ability of Delavaco to implement its business strategies; competition; currency and interest rate fluctuations and other risks.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.