CALGARY, Alberta, May 25, 2020 (GLOBE NEWSWIRE) — Northview Apartment Real Estate Investment Trust (âNorthviewâ) (TSX:NVU.UN) announced today that its holders (âUnitholdersâ) of Trust Units and Special Voting Units (âUnitsâ) have voted overwhelmingly to approve the proposed plan of arrangement pursuant to which Northview will be acquired by affiliates of Starlight Group Property Holdings Inc. (âStarlightâ) and KingSett Capital Inc. (âKingSettâ, and collectively, the âPurchasersâ) for consideration of $36.25 per Northview Trust Unit (the âTransactionâ).
Election and Transaction Update
The deadline for Unitholders to elect the form of consideration under the Transaction, including to receive units of a new high-yield multi-residential fund is Friday, June 5, 2020 at 3:00 pm (Mountain Time). This deadline was extended to ensure Unitholders have enough time to adequately review materials. Unitholders seeking to elect to receive units of the Fund should contact their broker, investment advisor or other intermediary through which they hold their Units to ensure that their election is received prior to the election deadline.
Management continues to work closely with its advisors and the Purchasers to complete the Transaction. The Transaction is expected to close in the third quarter of 2020. The primary factor which will influence the timing of the closing of the Transaction is the Purchasers obtaining consents from CMHC and certain of Northviewâs lenders. For additional details regarding the Transaction, see Northviewâs management information circular for the Transaction available under Northviewâs profile on SEDAR at www.sedar.com.
Report on Voting Results
A total of 38,558,226 Units were represented at the Unitholder meeting (the âMeetingâ), being 55.75% of Northviewâs issued and outstanding Units. The resolution approving the Transaction (the âArrangement Resolutionâ) was required to be passed by: (i) the affirmative vote of at least two-thirds (66 2/3%) of the votes cast by Unitholders, voting as a single class, present in person or represented by proxy at the Meeting and entitled to vote, and (ii) a simple majority of the votes cast by disinterested Unitholders, voting as a single class, present in person or represented by proxy at the Meeting excluding for this purpose the votes attached to Units held by Starlight and its affiliates. The detailed results of voting on the Arrangement Resolution are provided below:
|Votes For||Votes Against|
|Arrangement Resolution (All Unitholders)||38,020,244 (99.69%)||117,076 (0.31%)|
|Arrangement Resolution (All Unitholders, excluding Starlight and its Affiliates)||28,980,212 (99.60%)||117,076 (0.40%)|
Annual General Meeting Agenda Items
Unitholders also voted in favour of all trustees nominated at the Meeting. Detailed results of the election of trustees are provided below:
|Trustee Nominee||Votes For||Votes Withheld|
|Scott Thon||38,040,610 (99.75%)||96,710 (0.25%)|
|Todd R. Cook||37,715,300 (98.89%)||422,020 (1.11%)|
|Daniel Drimmer||36,545,824 (95.83%)||1,591,496 (4.17%)|
|Kevin Grayston||38,003,553 (99.65%)||133,767 (0.35%)|
|Dennis J. Hoffman||37,174,072 (97.47%)||963,248 (2.53%)|
|Christine McGinley||38,042,074 (99.75%)||95,246 (0.25%)|
|Terrance L. McKibbon||38,011,019 (99.67%)||126,301 (0.33%)|
|ValÃ©ry Zamuner||37,994,724 (99.63%)||142,596 (0.37%)|
At the Meeting, Unitholders also voted to approve: (i) the appointment of KPMG LLP as auditors of Northview for the ensuing year and the authorization of the trustees to fix the remuneration payable to the auditors; and (ii) on an advisory basis and not to diminish the role and responsibility of the Board of Trustees, approving the approach to executive compensation.
|Votes For||Votes Withheld or Against|
|Appointment of Auditors||38,490,491 (99.82%)||67,735 (0.18%)|
|Executive Compensation||37,911,570 (99.41%)||225,750 (0.59%)|
CAUTIONARY AND FORWARD-LOOKING STATEMENTS
This media release contains forward-looking statements including, but not limited to, statements relating to the expected completion of the Transaction and timing thereof. These statements are not guarantees of future events and will not necessarily be accurate indications of whether, or the times at which, such events will occur. Forward-looking statements are based on information available at the time they are made, underlying estimates and assumptions made by management and management’s good faith belief with respect to future events and are subject to inherent risks and uncertainties surrounding future expectations generally, which could cause actual results to differ materially from what is currently expected. Such risks and uncertainties include, but are not limited to, risks that are inherent in the nature of the Transaction, including failure to satisfy the conditions to the completion of the Transaction and the failure of not obtaining the required regulatory, lender and CMHC consents and approvals for the Transaction (or to do so in a timely manner). The anticipated timeline for completion of the Transaction may change for a number of reasons, including the inability to secure necessary regulatory, court or other approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Transaction. A comprehensive discussion of other risk factors that impact Northview are more particularly described in Northviewâs most recent Annual Information Form available on SEDAR at www.sedar.com. Additional risks and uncertainties not presently known to Northview or that Northview currently believes to be less significant may also adversely affect Northview. Readers are cautioned that the above list of factors is not exhaustive and that should certain risks or uncertainties materialize, or should underlying estimates or assumptions prove incorrect, actual events may vary significantly from those expected. There can be no assurance that the actual events or activities anticipated by Northview will be realized or, even if substantially realized, that they will have the expected consequences to, or effect on, Northview. Readers, therefore, should not place undue importance on forward-looking information. Further, forward-looking statements speak only as of the date on which such statements are made. Northview disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
Northview is one of Canada’s largest publicly traded multi-family REITs with a portfolio of approximately 27,000 residential units and 1.2 million square feet of commercial space in over 60 markets across eight provinces and two territories. Northview’s well-diversified portfolio includes markets characterized by expanding populations and growing economies, which provides Northview the means to deliver stable and growing profitability and distributions to Unitholders of Northview over time. Northview currently trades on the TSX under the ticker symbol: NVU.UN. Additional information concerning Northview is available at www.sedar.com or www.northviewreit.com.
Northview Apartment Real Estate Investment Trust
Mr. Todd Cook
President and Chief Executive Officer
Mr. Travis Beatty
Chief Financial Officer
Mr. Leslie Veiner
Chief Operating Officer
SOLICITATION AGENT FOR THE PURCHASERS
Unitholders with questions regarding the making of their election to receive Fund units may contact:
North American Toll-Free: 1-888-637-5789
Email at email@example.com
Longview Communications & Public Affairs
Mr. Joel Shaffer