C.A. Bancorp Canadian Realty Finance Corporation completes $29 million offering

Date Closed: 9/12/2008

Value: C$29 million

On September 12, 2008, C.A. Bancorp Canadian Realty Finance Corporation (the Corporation) completed a public offering of 2,700,000 units (Units) at a price of $10.00 per Unit for aggregate gross proceeds of $27,000,000. The offering consisted of a cash offer and an exchange option. Each Unit consists of one Class A share (a Class A Share) in the capital of the Corporation and one warrant (a Warrant) to purchase a preferred share, Series 1 (a Preferred Share) in the capital of the Corporation. On October 1, 2008, the agents for the offering exercised the over-allotment option in respect of an additional 200,000 Units for additional gross proceeds of $2,000,000.

The Corporation's investment objectives with respect to the Class A Shares are to (i) pay quarterly cash distributions, initially expected to be $0.19 per quarter per Class A Share or 7.6% per annum, based on the original issue price of $10.00 per Unit, and (ii) to preserve the net asset value of the Class A Shares. Each Warrant will entitle the holder to purchase one Preferred Share at a subscription price of $23.75 at any time on or before 4:00 p.m. (Toronto time) on September 30, 2011. The Corporation's investment objectives with respect to the Preferred Shares are to (i) pay fixed cumulative preferential quarterly cash distributions in the amount of $0.4219 per Preferred Share representing a yield of 6.75% per annum on the original issue price of $25.00 per Preferred Share, and (ii) return the original issue price of the Preferred Shares ($25.00 per Preferred Share) on March 31, 2018.

The syndicate of agents for the offering was co-led by Canaccord Capital Corporation, CIBC World Markets Inc., and National Bank Financial Inc., and included TD Securities Inc., Blackmont Capital Inc., HSBC Securities (Canada) Inc., Raymond James Ltd., Wellington West Capital Inc., Dundee Securities Corporation, GMP Securities L.P., Industrial Alliance Securities Inc., Jory Capital Inc., Laurentian Bank Securities Inc., Manulife Securities Incorporated, Desjardins Securities Inc., Research Capital Corporation and Richardson Partners Financial Limited.

BLG acted for the Corporation, C.A. Bancorp Ltd., the manager of the Corporation, and C.A. Bancorp Inc., the promoter of the Corporation, with a team that included Paul Findlay, Dolores Di Felice, Terence Lui and Julian Chamberlain (securities/corporate) and Stephen Fyfe and Natasha Miklaucic (tax).