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True North Apartment REIT Mails Letter to Unitholders with Reminder to Vote IN FAVOUR of Proposed Plan of Arrangement with Northern Property REIT by deadline of 12pm EDT October 9, 2015

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– Momentum building in support of Plan of Arrangement following positive recommendations from leading proxy advisory firms ISS and Glass Lewis –

TORONTO, Oct. 1, 2015 /CNW/ – True North Apartment Real Estate Investment Trust (TSX:TN.UN,TN.DB) today announced that it has mailed a letter to unitholders (the “Letter to Unitholders”) that highlights the increasing momentum behind the proposed plan of arrangement (the “Plan of Arrangement”) with Northern Property Real Estate Investment Trust, which will culminate in the formation of Northview Apartment Real Estate Investment Trust. The Letter to Unitholders also includes a reminder of the fast approaching voting deadline of October 9, 2015 at 12 pm EDT, so unitholders are urged to vote immediately IN FAVOUR of the Plan of Arrangement. The Letter to Unitholders is anticipated to arrive in the coming week. Further transaction details, as well as proxy voting instructions, can be found at www.northview.com.

The Letter to Unitholders follows below:

Dear Fellow Unitholder:

Momentum is building behind the plan for True North Apartment Real Estate Investment Trust (“True North” or the “REIT”) to enter into a transaction with Northern Property Real Estate Investment Trust (“NPR”) that will result in an exciting new real estate investment trust called Northview Apartment Real Estate Investment Trust (“Northview”).

This important strategic transaction is an excellent outcome for True North unitholders, providing an opportunity to participate in the creation of a significantly larger, financially stronger entity that will be well positioned to deliver sustainable and growing distributions to unitholders. For specific details regarding the transaction please go to www.northviewreit.com.

We are writing to remind you that the proxy voting deadline is fast approaching. Your Board of Trustees urges you to vote your proxy or voting instruction form IN FAVOUR of the special resolution approving the transaction, well in advance of the proxy voting deadline of 10:00 a.m. (Mountain Daylight Time) / 12:00 p.m. (Eastern Daylight Time) on Friday October 9, 2015 (or 48 hours prior to any adjournment or postponement of the Meeting).

Leading Independent Proxy Voting Firms Recommend Voting FOR Transaction

Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”) are leading independent international corporate governance analysis and proxy advisory firms, and their recommendations guide institutional investors in making proxy-voting decisions. Both ISS and Glass Lewis recommend that unitholders vote FOR this transaction.

So why is momentum building behind this transaction? Our unitholders recognize that participation in Northview will create immediate value, achieve our long-term goal of dramatically increasing True North’s scale, and at the same time improve the REIT’s financial position. Here are some of the reasons why unitholders like this transaction:
  • Stronger financial position and record of distribution growth – Unitholders appreciate that Northview will have a target funds from operations (“FFO”) payout ratio of under 70% – a more sustainable level than True North’s current payout ratio. Further, Northview’s potential for increased distributions over time appeals to unitholders, who see that NPR has a history of regularly increasing its distributions, having raised them eight times over the past 13 years.
  • Immediate scale, growth and diversification — Northview will have a national portfolio of more than 24,000 residential suites in more than 60 markets across eight provinces and two territories, and will be the third largest publicly traded multi-family REIT in Canada. Northview is expected to have a market capitalization of more than $1 billion, which should broaden and deepen its access to capital, and provide unitholders with increased market liquidity.  This will accelerate True North’s ability to grow, and greatly enhance the REIT’s ability to pursue new acquisition opportunities.

    As highlighted in our investor presentation (slides 18 – 20, accessible at www.northviewreit.com), there are significant near-term opportunities for value creation available to Northview, facilitated by its significantly lower FFO payout ratio. The continued execution of pre-existing programs from both REITs as well as the Institutional Portfolio provide an opportunity for FFO per unit growth in excess of over 10% the next three to five years. This FFO growth provides opportunities for True North to create value for unitholders through increases in asset value approaching $260 million along with potential distribution increases.

  • Continued Relationship with Starlight Investments Ltd. – Unitholders have benefitted from True North’s association with Starlight, which manages and has interests in one of the largest privately-held residential portfolios in Canada. Following this transaction, Starlight (through its President and CEO Daniel Drimmer and his affiliates) will still hold interests in approximately 12,000 suites in Canada that could be part of future transactions, and Northview will have greater financial capacity to execute on these opportunities than True North does today.

Vote today to build greater value

Your Board of Trustees (excluding interested Trustees) unanimously recommends that True North unitholders vote IN FAVOUR of the special resolution approving the transaction well in advance of the proxy voting deadline of 10:00 a.m. (Mountain Daylight Time) / 12:00 p.m. (Eastern Daylight Time) on Friday October 9, 2015 (or 48 hours prior to any adjournment or postponement of the Meeting).

If you require further information or assistance completing and submitting your proxy, please contact True North’s proxy solicitation agent, Kingsdale Shareholder Services, by calling toll-free 1.877.659.1819 or 416.867.2272 outside of North America or by email at contactus@kingsdaleshareholder.com.  

Subject to obtaining all required approvals and satisfying all required conditions, the transaction is expected to close on or about October 31, 2015.

DATED at Toronto, Ontario this 28th day of September, 2015.

 (signed) Graham L. Rosenberg

Graham L. Rosenberg, Chair of the Independent Committee

True North Apartment Real Estate Investment Trust

 

About True North Apartment REIT

True North is an unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario. True North focuses on a long-term strategy to generate stable cash distributions on a tax- efficient basis for unitholders. The REIT actively looks for opportunities to expand its asset base and increase its distributable cash flow through acquisitions of additional multi-suite residential rental properties across Canada, the United States, and other jurisdictions where opportunities may arise. True North trust units are traded on the TSX under the ticker symbol: TN.UN. The True North convertible unsecured subordinated debentures are traded on the TSX under the ticker symbol TN.DB. Additional information concerning True North is available on SEDAR at www.sedar.com or at its website at www.truenorthreit.com.

Non-GAAP and Additional GAAP Measures

Certain measures contained in this news release do not have any standardized meaning as prescribed by International Financial Reporting Standards (“IFRS”) and, therefore, are considered non-GAAP measures. These measures are provided to enhance the reader’s overall understanding of financial conditions. They are included to provide investors and management with an alternative method for assessing operating results in a manner that is focused on the performance of operations and to provide a more consistent basis for comparison between periods. These measures include widely accepted measures of performance for Canadian real estate investment trusts; however, the measures are not defined by IFRS. In addition, these measures are subject to the interpretation of definitions by the preparers of financial statements and may not be applied consistently between real estate entities. Please refer to NPR’s and True North’s second quarter 2015 Management’s Discussion & Analysis for definitions of non-GAAP measures and additional GAAP measures, including NOI, FFO, and debt to gross book value.

Forward-Looking Information

This press release contains forward-looking statements that reflect current expectations of each of NPR and True North about their future results, performance, prospects and opportunities, including with respect to the closing, costs and benefits of the Plan of Arrangement and other statements that are not historical facts.

The Letter to Unitholders also contains forward-looking information. Please refer to pages 1 to 3 of True North’s management information circular dated September 4, 2015 for further information concerning such forward-looking information.

The timing and completion of the Plan of Arrangement is subject to customary closing conditions, termination rights and other risks and uncertainties including, without limitation, required regulatory, court, and unitholder approvals. Accordingly, there can be no assurance that the Plan of Arrangement will occur, or that it will occur on the timetable or on the terms and conditions contemplated in this news release. The Plan of Arrangement could be modified, restructured or terminated.

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, performance and results, 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 associated with investment in and development of real property, competition, financing and refinancing risks, changes in economic conditions, changes in interest rates, changes in taxation rules, reliance on key personnel, environmental matters, tenant risks, fluctuations in commodity prices and other risk factors more particularly described in NPR’s and True North’s management information circulars as well as the most recent annual information forms of NPR and True North available on SEDAR at www.sedar.com. Additional risks and uncertainties not presently known to NPR and True North may also adversely affect NPR and True North.

Readers are cautioned not to place undue importance on forward-looking information. NPR and True North disclaim 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.

SOURCE True North Apartment Real Estate Investment Trust