TORONTO, March 15, 2018 /CNW/ – Choice Properties Real Estate Investment Trust (“Choice Properties” or the “Trust”) (TSX: CHP.UN) announced today that it has filed an information statement to provide unitholders with information relating to its proposed combination with Canadian Real Estate Investment Trust (“CREIT”) previously announced on February 15, 2018. The information statement has been prepared for informational purposes only and you do not need to take any action.
Under applicable TSX rules, the transaction requires the approval of Choice Properties’ unitholders by majority vote, as the number of Choice Properties units to be issued in the transaction exceeds 25% of the total number of outstanding Choice Properties units. Choice Properties expects to issue approximately 183 million units in connection with the transaction. In addition, a maximum of approximately 70.9 million Class B LP units of Choice Properties Limited Partnership are expected to be issued to Loblaw Companies Limited (“Loblaw”), Choice Properties’ controlling unitholder, in connection with the conversion of Loblaw’s Class C LP units of Choice Properties Limited Partnership on closing. Collectively, these issuances would represent approximately 61% of the units and Class B LP units outstanding on a standalone basis before giving effect to the transaction. Loblaw, which holds an approximately 82% voting interest in Choice Properties, has entered into a voting agreement in support of the transaction. The TSX has approved Choice Properties obtaining Choice Properties’ unitholder approval by way of Loblaw’s written consent, subject to customary conditions.
The TSX has granted Choice Properties an exemption from the minority unitholder approval requirement that would otherwise technically apply to the conversion of Loblaw’s Class C LP units given that the number of Class B LP units to be issued to Loblaw exceeds 10% of the total number of outstanding units of Choice Properties (including Class B LP units/special voting units) on a standalone basis before giving effect to the transaction and the conversion of the Class C LP units is being accelerated to facilitate the financing of the transaction. As a condition of the exemption, Loblaw will undertake to not exercise its right to vote the special voting units of Choice Properties issued in connection with the Class B LP units, or to exchange or transfer the Class B LP units, until the date on which the Class C units would otherwise have become convertible in accordance with their terms.
The transaction will be carried out by way of a court-approved plan of arrangement and will require the approval of at least 66 2/3% of the votes cast by the unitholders of CREIT at a special meeting scheduled for April 11, 2018. In addition to unitholder and court approvals, the transaction is subject to compliance with the Competition Act and certain other closing conditions customary in transactions of this nature. Choice Properties and CREIT anticipate that the transaction will be completed in the second quarter of 2018.
About Choice Properties Real Estate Investment Trust
Choice Properties is a public real estate investment trust traded on the Toronto Stock Exchange (TSX) under the trading symbol CHP.UN.
This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects Choice Properties’ current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Choice Properties’ control that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, the factors discussed in Choice Properties’ 2017 Annual Report and current Annual Information Form. Choice Properties does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. All forward-looking statements contained in this press release are made as of the date hereof and are qualified by these cautionary statements.
SOURCE Choice Properties Real Estate Investment Trust
View original content: http://www.newswire.ca/en/releases/archive/March2018/15/c1760.html