TORONTO, March 30 /CNW/ - Firm Capital Mortgage Investment Trust (the "Trust") (TSX: FC.UN) announced that, as its existing rights plan will terminate on April 26, 2009, the Board of Trustees (the "Board") of the Trust has adopted a Unitholder Rights Plan (the "Rights Plan") effective as of the termination of the existing plan. The purpose of the Rights Plan is to provide all Unitholders with an equal opportunity to share in any premium paid and to participate on an equal basis upon an acquisition of control, and to allow both the Unitholders and the Board adequate time to assess a take-over bid made for units of the Trust and to allow a reasonable period of time for the Board to explore and develop alternative courses of action in an attempt to maximize Unitholder value. The Rights Plan was adopted in anticipation of the termination of the existing rights plan and was not adopted in response to, or in anticipation of, any pending, threatened or proposed acquisition or take-over bid.
At the Trust's annual and special meeting scheduled to occur on May 20, 2009, Unitholders will be asked to ratify the adoption of the Rights Plan. To be effective, this resolution must be passed by at least a majority of the votes cast by (a) all Unitholders and; (b) all Unitholders other than (i) any Unitholder that, directly or indirectly, on its own or in concert with others, holds or exercises control over more than 20% of the outstanding voting shares of the Trust, if any; and (ii) the associates, affiliates and insiders of any Unitholders referred to in (i) above ("Independent Unitholders"). As of the date hereof, the Trust believes that all Unitholders are Independent Unitholders. If the Rights Plan is not ratified by Unitholders, the Rights Plan will terminate at 5:00 p.m. (Toronto Time) on the date of the meeting. A copy of the Rights Plan will be available on the SEDAR website at www.sedar.com.
About the Trust
The Trust, through its Mortgage Banker, Firm Capital Corporation, is a non-bank lender providing residential and commercial short-term bridge and conventional real estate financing, including construction, mezzanine and equity investments. The Trust's investment objective is the preservation of Unitholders' equity, while providing Unitholders with a stable stream of monthly distributions from investments. The Trust achieves its investment objectives by pursuing a strategy of growth through investments in selected niche markets that are under-serviced by large lending institutions. Lending activities to date continue to develop a diversified mortgage portfolio, producing a stable return to Unitholders. Full reports of the financial results of the Trust for the year are outlined in the audited financial statements and the related management discussion and analysis of Firm Capital, available on the SEDAR website at www.sedar.com. In addition, supplemental information is available on Firm Capital's website at www.firmcapital.com.
Forward Looking Statements
This news release contains forward-looking statements within the meaning of applicable securities laws including, among others, statements concerning our objectives, our strategies to achieve those objectives, our performance, our mortgage portfolio and our distributions, as well as statements with respect to management's beliefs, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward looking statements generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "expect", "intent", "estimate", "anticipate", "believe", "should", "plans" or "continue" or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management.
These statements are not guarantees of future performance and are based on our estimates and assumptions that are subject to risks and uncertainties, including those described in our Annual Information Form under "Risk Factors" (a copy of which can be obtained at www.sedar.com), which could cause our actual results and performance to differ materially from the forward-looking statements contained in this circular. Those risks and uncertainties include, among others, risks associated with mortgage lending, dependence on the Trust's trust manager and mortgage banker, competition for mortgage lending, real estate values, interest rate fluctuations, environmental matters, Unitholder liability and the introduction of new tax rules. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking information include, among others, that the Trust is able to invest in mortgages at rates consistent with rates historically achieved; adequate mortgage investment opportunities are presented to the Trust; and adequate bank indebtedness and bank loans are available to the Trust. Although the forward-looking information continued in this new release is based upon what management believes are reasonable assumptions, there can be no assurance that actual results and performance will be consistent with these forward-looking statements.
All forward-looking statements in this news release are qualified by these cautionary statements. Except as required by applicable law, the Trust undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
For further information: Firm Capital Mortgage Investment Trust, Eli Dadouch, President & Chief Executive Officer, (416) 635-0221
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