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TORONTO, June 3, 2022 /CNW/ – Padlock Partners UK Fund III (the “Trust“) announced today that it has filed with securities commissions or similar authorities in each of the provinces and territories of Canadaand obtained a receipt for, a preliminary prospectus for an initial public offering of Trust Units (the “Offer“). The preliminary prospectus qualifies the distribution of a minimum of 25 million Canadian dollars and a maximum of 40 million Canadian dollars Class A Units, Class F Units, Class C Units and/or Class U Units of the Trust at a price of CA$10.00 per Class A Unit, Class F Unit and Class C Unit and £10.00 per Class U Unit.

The Trust is an unincorporated investment trust and was established for the primary purpose of investing in a diversified portfolio of income-producing commercial real estate in the UK with an emphasis on self-storage properties. Following completion of the Offering, the Trust intends to indirectly acquire a property under development located at Watford, United Kingdom. The balance of the net proceeds of the Offering will be used for capital expenditures on the property to be acquired (including to develop the property) and to subsequently acquire one or more additional properties in the UKin accordance with the investment objectives of the Trust which are, among other things, to provide unitholders with the opportunity to invest in a diversified portfolio of income-producing commercial real estate in the UKwith particular emphasis on self-storage properties.

Padlock Capital Partners III, LLC (the “Administrator“), a subsidiary of Clear Sky Capital Inc. (“Clear sky“), is the promoter of the trust and will also act as the manager of the property portfolio. Since its inception in 2009 and through the first quarter of 2022, Clear Sky and its affiliates have acquired or developed approximately US$1.19 billion of real estate investments and operating assets, investing approximately US$473 million equity through various investment vehicles. Clear Sky’s investments are diversified across all real estate sectors, including multi-family housing, car washes, self-storage, manufactured homes and co-working lounges.

The syndicate of agents for the Offering will be led by CIBC World Markets Inc. and includes Richardson Wealth Limited, Wellington-Altus Private Wealth Inc., Corp. Canaccord Genuity, National Bank Financial Inc. and Raymond James Ltée (collectively, the “Officers“).

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities of the Trust in United States, and there will be no sale of the securities of the Trust in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Law“), and may not be offered or sold in United States lack of registration or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.

A preliminary prospectus containing important information about these securities has been filed with the securities commissions or similar authorities in each of the provinces and territories of Canada. The preliminary prospectus still needs to be supplemented or amended. Copies of the preliminary prospectus may be obtained from the Agents and are available on SEDAR at www.sedar.com. There will be no sale or acceptance of an offer to buy securities until a receipt for the final prospectus has been issued.

Forward-looking statements

This press release contains statements that include forward-looking information within the meaning of Canadian securities laws. These forward-looking statements reflect the current expectations of the Trust, Clear Sky and the Manager regarding future events, including statements regarding the use of the proceeds of the offering. In some cases, forward-looking statements may be identified by words such as “may”, “could”, “will”, “could”, “should”, “would occur”, “would occur”, “expect ”, “plans”, “anticipates”, “believes”, “intends”, “seeks”, “aims”, “estimates”, “targets”, “projects”, “predicts”, “plans”, “potential”, “continue”, “probable”, “program”, or their negative form or other similar expressions concerning matters which are not historical facts.

Important factors and assumptions used by the Trust’s management in developing forward-looking information include, but are not limited to, the Trust’s current expectations regarding: the availability of properties to be acquired and the price at which such properties may be acquired; opportunities in the UK self-storage property market; the availability of mortgage financing; the Manager’s expectations regarding the expected timing of the Trust’s development plans with respect to the property; the manager’s expectations regarding the operation and development of the property, including, but not limited to, the planned conversion of open storage space into self-storage units; the capital structure of the Trust; the world and UK economic environment; the impact of negative geopolitical events, including the conflict in Ukraine; foreign currency exchange rates; and government regulations or tax laws. Although management considers these assumptions to be reasonable based on information currently available, they may prove to be incorrect.

Although management believes that the expectations reflected in these forward-looking statements are reasonable and represent the Trust’s internal projections, expectations and beliefs at the current time, these statements involve known and unknown risks and uncertainties that may be general or specific and which give rise to the possibility that the expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that the assumptions may not be correct and that the objectives, strategic goals and priorities may not be achieved. A variety of factors, many of which are beyond the control of the Trust, could cause actual results in future periods to differ materially from current expectations of estimated or anticipated events or results expressed or implied by such forward-looking statements. These factors include the risks identified in the preliminary prospectus, including under the heading “Risk Factors” thereof, as well as, among others, the risks relating to the availability of properties suitable for purchase by the Trust, the availability of mortgage financing for such properties, and general economic and market factors, including interest rates, potential buyers of real estate, business competition, adverse geopolitical events, changes in government regulations or tax laws. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by Canadian securities laws, the Trust undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the declarations are made or to reflect the occurrence of unforeseen events.

SOURCE Padlock Partners UK Fund III

For further information: John Stevenson, Chief Executive Officer, Padlock Partners UK Fund III, [email protected]; Matthew Collins, Chief Financial Officer, Padlock Partners UK Fund III, [email protected]; Contact phone number for Padlock Partners UK Fund III: 602-428-8961