TORONTO, April 29, 2016 /CNW/ – InnVest Real Estate Investment Trust (TSX: INN.UN) (“InnVest”) today announced that its board of trustees (the “Board”) has adopted a new unitholder rights plan (the “Replacement Rights Plan”). The Replacement Rights Plan will ultimately replace InnVest’s existing unitholder rights plan (the “Existing Rights Plan”), which expires on June 5, 2016, prior to InnVest’s annual and special meeting of InnVest’s unitholders scheduled for June 28, 2016.
The Toronto Stock Exchange (the “TSX”) has conditionally accepted notice for filing of the Replacement Rights Plan and approved the listing of the rights issued thereunder, subject to unitholder ratification within six months. The Board intends to put the Replacement Rights Plan to the unitholders for ratification at InnVest’s next annual meeting. The Board is adopting the Replacement Rights Plan now in order to ensure that unitholders will continue to benefit from the protections of a rights plan between the expiry date of the Existing Rights Plan on June 5 and the unitholder vote on the Replacement Rights Plan. As a result, for a brief period of time until June 5, 2016, both the Existing Rights Plan and the Replacement Rights Plan will be in effect. If the Replacement Rights Plan is ratified by the unitholders, it will have a term of three years until InnVest’s 2019 annual meeting of unitholders. If the unitholders do not ratify the Replacement Rights Plan in accordance with the TSX requirements, the Replacement Rights Plan and all of the rights outstanding at the time will terminate.
The Replacement Rights Plan is substantively the same as the Existing Rights Plan, and similar to rights plans adopted by other TSX-listed issuers, subject to adjustments to take into consideration the new take-over bid rules in National Instrument 62-104 â Take-Over Bids and Issuer Bids (“NI 62-104”), which are expected to come into force in Ontario in May 2016.
The primary objective of the Replacement Rights Plan is to ensure that all unitholders are treated fairly and have an equal opportunity to participate in an offer for units of InnVest that could result in a change of actual or effective control of InnVest. The Replacement Rights Plan does not impose more restrictive conditions on prospective offerors for units than the Existing Rights Plan â bids that meet certain basic requirements will continue to be permitted. Following the implementation of NI 62-104 in Ontario, the principal benefit of the Replacement Rights Plan will be protection against “creeping take-overs”, in which a person acquires effective control of InnVest without making an offer to all unitholders through a transaction exempt from the take-over bid rules. The Replacement Rights Plan does not affect the duty of the Board to act in the best interests of InnVest and the unitholders.
To implement the Replacement Rights Plan, the Board has authorized the issuance of one right in respect of each unit of InnVest outstanding at 6:00 p.m. (Toronto time) on April 29, 2016 and each unit issued thereafter. Pursuant to the Replacement Rights Plan:
- The rights will become exercisable if a person acquires or announces an intention to acquire beneficial ownership of units which, when aggregated with its holdings and those of its affiliates, associates and joint actors, total 20% or more of the outstanding units (determined in the manner set out in the Replacement Rights Plan), unless the acquisition is made through a “permitted bid” or other exempt transaction.
- Following the acquisition of 20% or more of the outstanding units, each right held by a person other than the acquiring person and its affiliates, associates and joint actors would, upon exercise, entitle the holder to purchase additional units at a substantial discount to the market price of the units at that time.
- The Replacement Rights Plan permits the acquisition of control of InnVest through a “permitted bid” or a negotiated transaction. Prior to NI 62-104 coming into force in Ontario, a take-over bid that is a “permitted bid” under the Existing Rights Plan will also be a “permitted bid” under the Replacement Rights Plan. Once NI 62-104 comes into force in Ontario, any take-over bid made to all unitholders by take-over bid circular in accordance with NI 62-104 will be a “permitted bid” under the Replacement Rights Plan.
- The Board has the discretion to defer the time at which the rights become exercisable and to waive the application of the Rights Plan to a take-over bid that is made to all unitholders by take-over bid circular and is not a “permitted bid”.
The description of the Replacement Rights Plan in this news release is qualified in its entirety by the full text of the Replacement Rights Plan, a copy of which is available under InnVest’s SEDAR profile at www.sedar.com.
About InnVest REIT
InnVest Real Estate Investment Trust is an unincorporated open-ended real estate investment trust which owns a portfolio of 109 hotels across Canada representing over 14,500 guest rooms operated under internationally recognized brands. InnVest also holds a 50% interest in Choice Hotels Canada Inc., one of the largest franchisors of hotels in Canada.
InnVest’s units and convertible debentures trade on the Toronto Stock Exchange (the “TSX”) under the symbols INN.UN, INN.DB.E, INN.DB.F and INN.DB.G.
SOURCE InnVest Real Estate Investment Trust