Winthrop Realty Trust Announces Proposed Shareholder Rights Offering
06 Febbraio 2006 - 11:40PM
PR Newswire (US)
BOSTON, Feb. 6 /PRNewswire-FirstCall/ -- Winthrop Realty Trust
(NYSE:FUR), announced today that it had filed a registration
statement with the Securities and Exchange Commission for a
proposed rights offering to holders of its common shares of
beneficial interest and holders of its Series B-1 Cumulative
Convertible Redeemable Preferred Shares of Beneficial Interest.
Upon the effectiveness of the registration statement, the Company
intends to distribute non-transferable subscription rights to
subscribe for and purchase up to an aggregate of 5,220,038 of its
common shares of beneficial interest to holders of record as of the
record date, which has not yet been determined. Each shareholder
will receive one basic subscription right for every 12 common
shares owned, or in the case of Series B-1 Preferred Shares, one
basic subscription right for every 12 common shares issuable upon
conversion of such Preferred Shares, as of the record date. Each
basic subscription right will entitle the holder to purchase one
common share of beneficial interest. Shareholders who exercise
their rights in full will also be entitled to purchase additional
shares pursuant to an oversubscription right to the extent holders
do not fully subscribe for their basic subscription rights. The
exercise price for the rights has not yet been determined, but will
not be less than 94% of the average closing price of common shares
for five consecutive trading days during a period selected by the
Company commencing no more than 20 trading days prior to the date
on which the common shares trade ex-rights on the NYSE. The common
shares will trade ex-rights on the second trading day prior to the
record date. Written notice of the record date will be sent to
shareholders and publicly announced at least ten days in advance of
the record date. Upon commencement of the rights offering,
shareholders will be able to exercise their rights to purchase
shares in the rights offering until the expiration date, which will
be 20 business days after the issuance of the rights, unless
extended for a period not to exceed 30 days. The Company
anticipates that all officers and directors will exercise their
basic subscription rights in full and subscribe for 1,094,169
shares. It further anticipates that standby purchasers will,
subject to certain conditions, agree to purchase unsubscribed
common shares at the subscription price. No agreements have been
entered into with any standby purchasers. The Company reserves the
right to cancel or terminate the rights offering at any time prior
to the expiration of the rights offering. The Company intends to
use the proceeds of the rights offering for general corporate
purposes which may include the acquisition of additional
investments and/or the repayment of outstanding indebtedness A
registration statement relating to the subscription rights and the
common shares underlying the rights has been filed with the
Securities and Exchange Commission but has not yet become
effective. These securities may not be sold nor may offers to buy
be accepted prior to the time the registration statement becomes
effective. A copy of the prospectus relating to the rights offering
meeting the requirements of Section 10 of the Securities Act of
1933 and additional materials relating to the rights offering will
be mailed to shareholders of the Company shortly after the record
date. Shareholders may also obtain a copy of the prospectus from
the Information Agent for the offering, c/o MacKenzie Partners,
Inc., 105 Madison Avenue, New York, New York 10066, (800) 322-2885.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities discussed herein,
and there shall not be any offer, solicitation or sale of these
securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state. Winthrop Realty Trust is a
NYSE-listed real estate investment trust (REIT) headquartered in
Boston, Massachusetts. Forward-Looking Statements Certain
statements contained herein may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors which may result
in the Company canceling or terminating the rights offering or
standby purchasers failing to agree to purchase unsubscribed common
shares. Further information with respect to the rights offering and
Winthrop can be found in Winthrop's filings with the Securities and
Exchange Commission. DATASOURCE: Winthrop Realty Trust CONTACT:
Carolyn Tiffany, Chief Operating Officer of Winthrop Realty Trust,
+1-617-570-4614
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