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Exchange Bulletin

Northview Canadian High Yield Residential Fund (NHF.UN) To Trade On Toronto Stock Exchange


October 29, 2020
Issuer: Northview Canadian High Yield Residential Fund (the "Fund")
Security: Class A Units ("Class A Units")
Symbol: NHF.UN
Issue price per security: $12.50
Number of securities issued and outstanding: 4,814,725
Number of securities reserved for issuance: 31,141,306
Listing category: Industrial, Exempt
Trading currency: CAD
Transaction: Initial public offering of Class A Units (the "Offering")
Listing date: October 30, 2020 (as at 5:01 p.m.) in anticipation of closing of the Offering.
Anticipated closing date: November 2, 2020 (prior to the opening) (the "Closing Date")
Posted for trading date: November 2, 2020 (at the opening) subject to: (i) closing of the Arrangement (defined below); and (ii) confirmation of closing of the Offering.
Other market(s): None
Designated market maker: TBD
Security ownership registration: Non-Certificated Inventory System of CDS
Investor relations: Karl Bomhof
Vice President, Legal and Corporate Secretary
(403) 531-0720 info@northviewfund.com

Todd Cook
Chief Executive Officer
(403) 531-0720
info@northviewfund.com  
Incorporation: The Fund is a closed-end fund established pursuant to the laws of the Province of Ontario pursuant to an initial declaration of trust dated April 14, 2020, as amended and restated on September 29, 2020.
Fiscal year end: December 31
Nature of business: The Fund has been formed to acquire, own and operate, through an Ontario limited partnership, a geographically diversified portfolio (the "Initial Portfolio") comprising income-producing multi-residential suites, commercial real estate and execusuites located primarily in secondary markets within British Columbia, Alberta, Saskatchewan, Québec, New Brunswick, Newfoundland and Labrador, the Northwest Territories and Nunavut, or such other provinces and territories as the Fund may determine from time to time, which was previously owned and operated by Northview Apartment Real Estate Investment Trust (ticker symbol: NVU.UN) ("NV1").
Transfer agent and registrar: TSX Trust Company at its principal offices in Toronto.
Distributions: The Fund will target an annual pre-tax distribution yield of 10.5% on Gross Subscription Proceeds (as defined in the Prospectus) across all unit classes in the aggregate, although this amount will necessarily vary as between classes of units based on the proportionate entitlements of each class of unit.
Sponsorship: Not applicable
Disclosure document: Prospectus dated September 29, 2020, which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the disclosure document.
Initial public offering: Pursuant to the Offering, up to a maximum of 34,400,000 Class A Units and/or unlisted Class F units will be sold to the public at a price of $12.50 per Class A Unit and $12.50 per Class F Unit, less the number of Class C Units issued by the Fund.
Conversion of and into Class F Units: The Class F Units are designed for fee-based accounts and differ from the Class A Units because the Class F Units are not required to pay the selling concession and will not be listed on TSX.
 
Each Class F Unit (unlisted) is convertible into a Class A Unit of the Fund at a conversion rate of approximately 1.032 for each Class F Unit held.
 
Each Class A Unit is convertible into a Class F Unit (unlisted) of the Fund at a conversion rate of approximately 0.969 for each Class A Unit held. In the event that a conversion of Class A Units into Class F Units would cause the Fund not to satisfy the minimum listing requirements of TSX, such Class A Units will not be converted and further conversions of Class A Units into Class F Units will not be permitted until such time as the conversion would not cause the Fund to fail to satisfy the minimum listing requirements of TSX.
 
Any fractional amounts will be rounded down to the nearest whole number of Class A Units or Class F Units, as applicable, without any compensation for such rounding.
Conversion of Class C Units: The Class C Units are designed for NV1 unitholders to receive and retain Class C Units, the Retained Interest Holders (as defined in the Prospectus) and AIMCo Realty, and any subscribers pursuant to a concurrent private placement. The Class C Units differ from the Class A Units in that the Class C Units are not required to pay agent's fees or any selling concession and will not be listed on TSX.
 
Each Class C Unit (unlisted) is convertible into a Class A Unit of the Fund at a conversion rate of approximately 1.055 for each Class C Unit held.
 
Each Class C Unit (unlisted) is convertible into a Class F Unit (unlisted) of the Fund at a conversion rate of approximately 1.023 for each Class C Unit held.
  
Any fractional amounts will be rounded down to the nearest whole number of Class A Units or Class F Units, as applicable, without any compensation for such rounding.
Additional Information: The plan of arrangement involving NV1 (the "Arrangement") is expected to close prior to the opening of business on November 2, 2020. TSX will issue a bulletin advising of the delisting of the trust units of NV1 once closing of the Arrangement is confirmed.
TSX contact: Chris Birkett,
Managing Director,
Toronto Stock Exchange.