/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S./ - Operations begin for first North American publicly-traded green real estate company -
TORONTO, Feb. 4 /CNW/ - ISG Capital Corporation. (TSX-V: SUS.P/SUS) (the "Corporation" or "ISG"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce today that it has closed its previously announced qualifying transaction (the "Qualifying Transaction") and related private placement of common shares (the "Private Placement"). Details of the Qualifying Transaction and Private Placement can be found in the press release dated May 12, 2008, and the Information Circular dated August 22, 2008 both of which are available at www.sedar.com.
ISG has acquired an industrial distribution facility at 311 Ingersoll Road in Ingersoll, Ontario (the "QT Property"). This facility is certified BOMA BESt, is 100% leased and has lot coverage of only 23%, providing ISG with the opportunity to realize additional value from future expansion of the facility or re-development of the site. The Corporation plans to use the QT Property as the first demonstration of its strategy to enhance the value of commercial real estate through:
- proactive asset management; and
- the selective implementation of CleanTech initiatives which increase
environmental performance while offering attractive returns on
investment.
"As North America's first publicly-traded 'green' real estate company, our goal is to become the recognized leader in creating high performance buildings that offer reduced operating costs and encourage higher tenant retention," said David Ogden, ISG's President and CEO. "Given that less than 1% of all buildings in North America are considered 'green', we believe that there is an extraordinary opportunity to apply this strategy to build significant value for our stakeholders in a socially responsible manner."
ISG has identified a series of initiatives that it believes will significantly reduce operating costs for the QT Property and future acquisitions. Implementation of the initiatives for the QT Property will begin in the first quarter of 2009.
ISG also completed the Private Placement by selling 4,225,000 common shares at $0.50 per share for gross proceeds of $2,112,500. Proceeds of this financing were used in part to fund the purchase of the QT Property, and the balance will allow the Corporation to begin execution of its business plan over the following 12 months. "The completion of this private placement in the current market environment is a strong endorsement and affirmation of our unique business model and recognition of the market opportunity that ISG is now poised to realize", added Mr. Ogden.
Certain directors and officers of the Corporation participated in the Private Placement, directly and indirectly, for an aggregate of 1,300,000 common shares of the Corporation, representing 30.76% of the shares issued pursuant to the Private Placement. All of the common shares issued to subscribers pursuant to the Private Placement are subject to a four-month hold period expiring June 4, 2009.
ISG anticipates that the Exchange will issue its Final Exchange Bulletin (as defined in Policy 2.4) in respect of the Qualifying Transaction within the next week at which time ISG will be listed as a "Tier 2" issuer and its ticker symbol will change from the current "SUS.P" to "SUS".
Pursuant to the terms of an escrow agreement dated February 3, 2009 among ISG, Computershare Investor Services Inc. and certain escrow security holders, an aggregate of 2,517,000 common shares of the Corporation issued pursuant to the Qualifying Transaction and Private Placement have been placed in escrow, whereby 10% of such shares will be released immediately, following issuance of the Final Exchange Bulletin. The balance of such shares will be released in tranches in accordance with the escrow agreement over the 36 months hereafter. The common shares placed in escrow consist of (i) 1,517,000 common shares issued to the vendor of the QT Property in partial satisfaction of the purchase price therefore and (ii) 1,000,000 common shares purchased by affiliates of the vendor of the QT Property in the Private Placement using a portion of the cash proceeds paid in satisfaction of the purchase price for the QT Property.
The transaction is subject to the final approval of the Exchange.
This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the completion of the transaction, including statements regarding the final approval of the transaction by the Exchange. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that ISG may not receive final approval from the Exchange. The statements in this news release are made as of the date of this release. The factors identified above are not intended to represent a complete list of the factors that could affect ISG. Additional factors are noted under "Risk Factors" in the ISG's Information Circular dated August 22, 2008, a copy of which may be obtained on the SEDAR website at www.sedar.com.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the transaction and has neither approved nor disapproved of the contents of this press release.
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