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Timber Creek

Timber Creek

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Published by: sladurantaye on Mar 09, 2011
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No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectusconstitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and only by personspermitted to sell these securities.These securities have not been and will not be registered under the United States Securities Act of 1933, as amended, and, subject to certainexemptions, will not be offered or sold within the United States or to U.S. persons.
New Issue
February 28, 2011
$100,000,011.54 (8,183,307 Units) Maximum$12.22 per Class A Unit $12.21 per Class B Unit
Timbercreek Global Real Estate Fund (the
) is a non-redeemable investment fund governed by thelaws of the Province of Ontario. This prospectus qualifies for distribution up to 8,183,307 Class A Units and/or Class B Units (collectively, the “
”) of the Fund at a price of $12.22 per Class A Unit and $12.21 per Class BUnit (the “
”). Class B Units are designed for fee-based accounts with a registered dealer and/or institutional accounts and will not be listed on a stock exchange, but are convertible into Class A Units on a weeklybasis.The issued and outstanding Class A Units of the Fund are listed and posted for trading on the TorontoStock Exchange (the “
”) under the symbol “TGF.UN”. The TSX has conditionally approved the listing of theClass A Units to be distributed under this prospectus. Listing is subject to the Fund fulfilling all the requirements of the TSX on or before May 4, 2011. On February 25, 2011, the closing price on the TSX of the Class A Units was$11.94, the net asset value of a Class A Unit was $11.5594 and the net asset value of a Class B Unit was $11.9577.
Investment Objectives
The Fund’s investment objectives are to:
provide holders of Units (“
”) with quarterly distributions; and
preserve capital while providing the opportunity for long-term capital appreciation for Unitholders;by investing in a diversified portfolio of premier real estate securities including common equity, preferred shares anddebt of both public and private real estate investment trusts and real estate companies in Canada, United States,United Kingdom, Continental Europe, Japan, Australia, Hong Kong and other countries. See “InvestmentObjectives”.
Investment Strategies
Managed by Timbercreek Asset Management Ltd. (the
”), the Fund will invest in a globallydiversified portfolio (the “
”) of premier real estate securities including common equity, preferred sharesand debt of both public and private real estate investment trusts and real estate companies in Canada, United States,United Kingdom, Continental Europe, Japan, Australia, Hong Kong and other countries. The Manager believes that
 the global real estate securities market is inefficient relative to that of the direct real estate or broader equitiesmarkets. Managed by a specialized real estate manager, the Fund’s investment strategy has been designed tocapitalize on these pricing inefficiencies in order to deliver a stable income stream acquired at a price that theManager believes does not reflect the long-term value of the underlying assets. Furthermore, FSX Securities CanadaInc. (the
“Global Investment Advisor”
) believes that current pricing in global equity markets provides the Fundwith the opportunity to assemble a global portfolio of prime real estate securities at prices that generate attractive,stable yields with the potential for capital appreciation.The net proceeds of the Offerings will be invested in a globally diversified Portfolio of securities issued inrespect of real estate situated primarily in the world’s industrialized economies. While the Fund intends to investprimarily in publicly traded real estate securities, up to 20% of the Fund’s Total Assets (as hereinafter defined) maybe invested directly in Canadian real estate or mortgages secured by Canadian real estate (collectively,
“Direct RealEstate Investments”
) where the Global Investment Advisor believes it is the most efficient way to access desiredreal estate. The Fund builds upon the Manager’s history of investing in real estate that offers secure and growingdividend yields while limiting volatility and protecting capital.
The Manager
Timbercreek Asset Management Ltd. provides fund management services to the Fund. The Manager, awholly owned subsidiary of Timbercreek Asset Management Inc. (“
”), is an investment managementcompany that employs a conservative and risk-averse approach to real estate based investments. The Manager andits affiliates currently manage approximately $1.4 billion in real estate related assets, including direct ownership andmortgages. The Manager acts as trustee and manager of the Fund and provides, or arranges for the provision of, alladministrative services required by the Fund. See “Organization and Management Details of the Investment Fund”.
Global Investment Advisor
The Manager has engaged the Global Investment Advisor to provide portfolio management services to theFund, with Corrado Russo acting as lead portfolio manager (the “
Portfolio Manager
”). The Global InvestmentAdvisor is a wholly owned subsidiary of Forum Securities Limited (“
Forum Securities
”), which is an affiliate of Forum Partners Investment Management LLC (“
Forum Partners
”). Forum Securities provides a platform for investment in global public real estate securities with over $900 million in assets under management as at December 31, 2010. Since inception, Forum Securities has demonstrated the ability to continually beat its benchmark whileemploying similar investment strategies to the Fund. On June 30, 2009, the Global Real Estate Securities team atCiti joined Forum Partners and created Forum Securities. Forum Securities and Forum Partners shall provide theGlobal Investment Advisor with such individuals and resources as are necessary to assist the Global InvestmentAdvisor in discharging its obligations to the Fund. See “Organization and Management Details of the InvestmentFund”.
The Fund intends to continue to make quarterly distributions to Unitholders of record on the last BusinessDay of each calendar quarter (each, a “
Distribution Record Date
”). Distributions will be paid on a Business Daydesignated by the Manager that will be no later than the 15th day of the following month (each, a “
DistributionPayment Date
”). The quarterly distributions are currently targeted to be $0.21 per Unit ($0.84 per annum). TheFund does not have a fixed quarterly distribution but annually determines the expected distribution amount in Marchof each year. However, in respect of the March 2011 determination, in light of the Offerings, the Fund hasdetermined that it intends to maintain a quarterly distribution of $0.21 per Unit ($0.84 per annum) until the nextannual determination in March 2012. In addition, the Fund will allocate the next quarterly distribution as follows:Unitholders of record on February 28, 2011 will be entitled to receive a distribution of $0.14 per Class AUnit or Class B Unit, as applicable, to be paid on or about March 15, 2011 (the “
Advanced Distribution
”);the Advanced Distribution is equivalent to two-thirds of the quarterly distribution per Class A Unit and Class BUnit, respectively. A further first quarter distribution will be paid on April 15, 2011 to Unitholders of record onMarch 31, 2011 of $0.07 per Class A Unit or Class B Unit, as applicable. This is equivalent to one-third of thetargeted quarterly distribution per Class A Unit and Class B Unit, respectively.
 Based on the current and expected composition of the Portfolio, it is expected that distributions received inrespect of securities held in the Portfolio will be sufficient to allow the Fund to fund its distributions at the currenttargeted level. If the return on the Portfolio (including net realized capital gains from the sale of securities in thePortfolio) is less than the amount necessary to fund the quarterly distributions, the Manager may return a portion of the capital of the Fund to Unitholders to ensure the distribution is paid and, accordingly, NAV per Unit would bereduced. See “Risk Factors  No Assurance of Achieving Investment Objectives”.
___________Price: $12.22 per Class A Unit and$12.21 per Class B UnitMinimum Purchase: 250 Class A Units or1,000 Class B Units___________Price to thepublic
Agents’ feesNet proceeds tothe Fund
 Per Class A Unit $12.22 $0.57 $11.65Per Class B Unit $12.21 $0.24 $11.97Total Maximum Offering
$100,000,011.54 $4,664,484.99 $95,335,526.55
________________________________________ Notes:(1) The terms of the Offerings were established by negotiation between the Fund and the Agents (as defined herein), and the net proceeds to the Fund willnot be less than the applicable most recently calculated net asset value per Unit.(2) Before deducting the expenses of the Offerings (estimated at $385,000) which, subject to a maximum of 1.5% of the gross proceeds of the Offerings will,together with the Agents’ fees, be paid out of the proceeds of the Offerings; provided that if the fees and expenses of the Offerings would result indilution to existing Unitholders based on the NAV per Class A Unit as at February 25, 2011, of $11.5594 and the NAV per Class B Unit as at February25, 2011 of $11.9577, the Manager will reimburse the Fund in an amount representing such dilution.(3) The Fund has granted to the Agents an option (the “Over-Allotment Option”), exercisable in whole or in part for a period of 30 days following the closingof the Offerings, to purchase an aggregate of up to 15% of the aggregate number of Class A Units issued at the closing of the Offerings at a price of $12.22 per Unit (the “Option Units”). If the Over-Allotment Option is exercised in full, the total price to the public under the maximum Class A Unitoffering will be $115,000,012.66 and the Agents’ fees will be $5,364,157.71 and the net proceeds will be $109,635,854.95. This prospectus also qualifiesboth the grant of the Over-Allotment Option and the issuance of Option Units upon the exercise of such option regardless of whether the over-allocationposition is ultimately filled through the exercise of the over-allotment option or secondary market purchases.
While the Fund has met its investment objectives to date, there is no assurance that the Fund willmeet its distribution and capital appreciation objectives. The Units may trade at a significant discount toNAV per Unit. Some of the securities in which the Fund intends to invest may be thinly traded, including, butnot limited to, the Fund’s private investments. The recovery of an investor’s initial investment is at risk, andthe anticipated return on your investment is based on many performance assumptions. Although the Fundintends to make distributions on its Units, these distributions may be reduced, suspended or not made at all.The actual amount of distributions paid will depend on numerous factors. See “Risk Factors” for a discussionof certain factors that should be considered by prospective investors in Units. See “Attributes of theSecurities”.
The Fund is exposed to a number of foreign currencies. The Manager takes currency exposure into accountin managing the Portfolio. The Manager currently hedges approximately 90% of the value of the Portfolio exposedto the United States dollar and Euro back to the Canadian dollar.Commencing in 2012, Class A Units and Class B Units may be redeemed on the last business day inFebruary of each year (each, an “
Annual Redemption Date
”) at a redemption price per Class A Unit equal to NAVper Class A Unit and at a redemption price per Class B Unit equal to the NAV per Class B Unit. Units must besurrendered for annual redemption by no later than 4:00 p.m. (Toronto time) on February 1st of such year or the

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