WINNIPEG, June 4, 2015 /CNW/ – Temple Hotels Inc. (“Temple” or the “Company”) (TSX: TPH) today announced its slate of nominees to the board of directors (“Board”) for election at the annual and special meeting of shareholders now scheduled to be held on June 30, 2015 (the “Meeting”).
Senior management of Temple and the Board held discussions with their financial and legal advisors, and shareholders of Temple following the press release issued by Centennial Group Limited (“Centennial”) on May 26, 2015 outlining certain assertions in respect of the Board. Management of Temple and the Board take issue with much of the information contained in Centennial’s press release, but do not believe that it is constructive to provide a point by point rebuttal of Centennial’s claims. However, it is important to clarify that despite the statement in Centennial’s press release that the Board has a “history of poor decision making & unwillingness to provide oversight”, David Nunn has voted in favour of every resolution of the Board since his appointment as a director on April 1, 2013. Additionally, Centennial’s claim that “the three other current ‘independent’ directors all have strong historical business and personal ties to Shelter and Mr. Thorsteinson” is false. Each of those directors is and has always been an independent director.
While Centennial wanted to initiate a costly proxy battle, Temple management and the Board continued their long-standing alignment with the shareholders of Temple by holding discussions with shareholders that have ultimately led to the support of Temple’s slate of nominees to the Board by its three largest shareholders, representing approximately 38% of the shares outstanding. These shareholders include two shareholders that are independent of both Shelter Canadian Properties Limited and Mr. Arni Thorsteinson. The “major institutional shareholder, who currently owns in excess of 15% of Temple’s outstanding common shares” referenced in Centennial’s press release is in fact supporting Temple’s proposed slate of nominees.
Temple’s slate of nominees is highly qualified and experienced, with a strong mix of real estate, hotel operations, finance and capital markets experience. The proposed nominees are fully aligned with the shareholders of Temple. Temple’s management and its Board will continue to work diligently on considering all avenues for creating long term value for shareholders, while addressing capital structure issues.
The Board expects to present its recommended slate of director nominees in the Company’s management information circular to be filed on SEDAR and mailed to all shareholders eligible to vote at the Meeting.
Temple also wishes to announce the Meeting has been rescheduled to take place on June 30, 2015 at 10:00 a.m. CDT at:
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2600 Seven Evergreen Place |
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Winnipeg, Manitoba |
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R3L 2T3 |
The record date for the Meeting is May 1, 2015.
Temple has engaged National Bank Financial as its financial advisor and Aikins, MacAulay & Thorvaldson, LLP as its legal advisor.
The slate of nominees includes three new directors and two current directors of Temple, plus Arni Thorsteinson who will be appointed as a director immediately following the Meeting pursuant to the asset management agreement between Shelter and the Company. Brief biographies of the nominees are set forth below.
New Director Nominees
Peter Aghar
Mr. Aghar, a resident of Toronto, Ontario, is the founder and President of Crux Capital Corporation, an active value-add real estate investor and developer in Canada and the United States. Mr. Aghar has a successful 20 year track record as an opportunistic value investor on an institutional scale, having been responsible for more than 100 real estate investments totaling over $6 billion in Canada and internationally, including equity investments, joint ventures, private equity funds, public companies and debt investments. Mr. Aghar was formerly President and founding partner of KingSett Capital and formerly Managing Director at GE Real Estate. He is a CPA, CMA and is a graduate of the University of Waterloo with an Honors Mathematics Degree. Mr. Aghar has recently been nominated as a trustee of PRO Real Estate Investment Trust.
Chris Cahill
Mr. Cahill, a resident of Las Vegas, Nevada, is a corporate director with almost 40 years of experience in the hotel industry. Mr. Cahill has served in senior management roles in several international hotel companies, most recently as Executive Vice President of Global Operations of Las Vegas Sands Corp. (2012-2014) and President and Chief Operating Officer of Fairmont Raffles Hotels International (2006-2012).
K. Rai Sahi
Mr. Sahi, a resident of Mississauga, Ontario, is Chairman and Chief Executive Officer of Morguard Corporation. Mr. Sahi, FCPA, FCGA, has many years of experience in public and private corporations including extensive experience dealing with financial reporting, standards, and policy. Mr. Sahi is currently a trustee of Morguard Real Estate Investment Trust and Morguard North American Real Estate Investment Trust and a director of TWC Enterprises Limited.
Current Director Nominees
Brent McLean
Mr. McLean, a resident of Winnipeg, Manitoba, is a retired Chartered Accountant. Mr. McLean was previously a partner with PricewaterhouseCoopers LLP, retiring as partner in charge of the financial advisory services practice of the Winnipeg office. Mr. McLean specialized in forensic investigations, litigation support, valuations, measurement of economic loss and insurance work. Previously, Mr. McLean directed audits and provided business advisory services to medium and large businesses. Mr. McLean is a past president of the Manitoba Institute of Chartered Accountants and served as a member of the executive committee for many years. Mr. McLean also served as a member of the Board of Governors of the Canadian Institute of Chartered Accountants. Mr. McLean has served on the executive and as chair of the audit committee of various non-profit and community service boards.
David Nunn
Mr. Nunn, a resident of Halifax, Nova Scotia, is the CEO and CFO of Centennial, a private company with diverse corporate holdings and structures, including hotels, real estate, property development and oil and gas businesses. Mr. Nunn is a Chartered Accountant, holds a Bachelor of Business Administration in Finance from Acadia University and is a graduate of the Institute of Corporate Directors. Mr. Nunn has over 25 years of experience in corporate finance, in both publicly-traded and private companies. He was also a Professor of Finance at Mount Saint Vincent University in Halifax.
Arni Thorsteinson
Mr. Thorsteinson, a resident of Winnipeg, Manitoba, is President of Shelter Canadian Properties Limited, a company that invests in, manages and develops commercial real estate properties. Mr. Thorsteinson has over 40 years of extensive experience in the real estate industry in areas such as mortgage underwriting and placement, real estate securities sales, and corporate mergers and acquisitions. He is also a director of Onex Corporation and Bird Construction Inc. Mr. Thorsteinson is also the Chief Executive Officer and a trustee of Lanesborough Real Estate Investment Trust, a real estate investment trust listed on the TSX. Mr. Thorsteinson obtained his Chartered Financial Analyst designation in 1974 and also holds a Bachelor of Commerce (Honours) degree from the University of Manitoba.
ABOUT TEMPLE
Temple is a real estate investment company listed on the Toronto Stock Exchange under the symbols TPH (common shares), TPH.DB.C, TPH.DB.D, TPH.DB.E and TPH.DB.F (convertible debentures). The objective of Temple is to provide shareholders with stable cash dividends from investment in a diversified portfolio of hotel properties and related assets. For further information on Temple, please visit our website at www.templehotels.ca.
This press release contains certain statements that could be considered as forward-looking information. The forward-looking information is subject to certain risks and uncertainties, which could result in actual results differing materially from the forward-looking statements.
The Toronto Stock Exchange has not reviewed or approved the contents of this press release and does not accept responsibility for the adequacy or accuracy of this press release.
SOURCE Temple Hotels Inc.
