ISG Capital Corporation Announces Mailing of Circular Detailing Proposed Plan of Arrangement with Firm Capital

    




 TORONTO, Oct. 10, 2012 /CNW/ - ISG Capital Corporation  ("ISG") announced that it has mailed an information circular ("Circular"), form of proxy and Letter of Transmittal and Election (collectively  the "Meeting Materials") related to the Annual and Special Meeting of shareholders to be held  October 29, 2012 (the "Meeting"). The Meeting will be held at 10:00 am (Toronto time) at the offices  of Goodmans LLP, 333 Bay Street, Suite 3400, Toronto, Ontario.  The  Meeting Materials are also available at www.sedar.com. 

 At the Meeting, shareholders will be asked to consider and, if thought  advisable, approve special resolutions with respect to, among other  things: 




        --  the proposed sale of ISG's sole real estate asset, an
            industrial distribution facility located at 311 Ingersoll Road,
            Ingersoll, Ontario (the "Ingersoll Sale"), and

        --  an arrangement involving ISG and Firm Capital Property Trust
            (the "Trust") and the ISG shareholders under Section 192 of the
            Canada Business Corporations Act (the "Arrangement") that will
            effectively convert ISG into a new real estate investment trust
            listed on the TSX Venture Exchange ("TSXV") with members of the
            Firm Capital group of companies providing asset, property and
            executive management services.




 The Ingersoll Sale and Arrangement were previously announced by ISG in  press releases dated August 10, 2012 and August 30, 2012, respectively. 

 As part of the proposed Arrangement, shareholders will have the ability,  subject to certain limits, to (i) redeem their ISG shares for cash,  (ii) exchange them for units of the Trust or, (iii) receive a  combination of the two.  As indicated in the Circular, ISG currently  anticipates that the cash redemption amount will be approximately $0.17  per share and that the ratio at which shares will be exchanged for  Trust units will be approximately 0.035 Trust units for each share. 

 Provided that all necessary shareholder approvals are received and all  other closing conditions are satisfied or waived, ISG expects the  Ingersoll Sale to close in the first week of November 2012 and the  Arrangement to be completed in the fourth quarter of 2012. 

 About ISG ISG is a publicly-traded commercial real-estate company (www.isgcapital.ca).  The company is committed to creating shareholder value by incorporating  environmentally and socially responsible approaches in its growth  strategy.  

 About FIRM CAPITAL PROPERTY TRUST Firm Capital Property Trust ("FCPT") is focused on creating long-term  value for its unitholders, capital preservation and disciplined  investing to achieve stable distributable income. In partnership with  management and industry leaders, FCPT focuses on co-owning a  diversified property portfolio of multi-residential, flex-industrial,  net lease convenience retail, and core service provider professional  space. In addition to stand-alone accretive acquisitions, FCPT's  primary focus is on acquisitions, on a co-ownership basis with strong  financial co-owned partners and will specifically focus on joint  acquisitions and the acquisition of partial interest from existing  co-ownership groups, in a manner that provides liquidity to those  selling co-owners and professional management for those remaining as  co-partners. Firm Capital Realty Partners Inc., through a structure  solely focused on an alignment of financial interest with FCPT, is the  asset and property manager, sourcing, syndicating and participating in  investments. 

 Reader Advisory 

 This news release contains "forward-looking statements" within the  meaning of applicable securities laws, including those relating to the  Plan of Arrangement, the anticipated cash redemption amount thereunder,  the expected sale of the Ingersoll Property and the proposed listing of  FCPT units on the TSXV. These forward-looking statements are subject to  a number of risks and uncertainties that could cause actual results or  events to differ materially from current expectations.   In particular,  there can be no assurance that the parties will proceed with the  proposed plan of arrangement and associated transactions, that the  ultimate terms of the proposed plan of arrangement and associated  transactions will be consistent with those that currently are  contemplated, that the required court, shareholder or TSXV approvals  will be obtained, that the proposed plan of arrangement and associated  transactions will be successfully completed or that the cash redemption  amount that Shareholders are ultimately entitled to receive will be  consistent with the amount currently expected by ISG.  The statements  in this news release are made as of the date of this release. Although  ISG believes that the assumptions inherent in the forward-looking  statements are reasonable, forward-looking statements are not  guarantees of future performance and, accordingly, readers are  cautioned not to place undue reliance on such statements due to the  inherent uncertainty therein.  

 Neither the TSX Venture Exchange Inc. nor its Regulation Services  Provider (as that term is defined in policies of the TSX Venture  Exchange) has approved or disapproved the contents of this press  release. 

ISG Capital Corporation


CONTACT:  David OgdenPresident and Chief Executive OfficerISG Capital Corporation(416) 203-7538 or [phone]www.isgcapital.caRobert McKeePresident and Chief Executive OfficerFirm Capital Property Trust(416) [e-mail] 


    

Copyright