InnVest Real Estate Investment Trust Announces Unitholder Approval of Plan of Arrangement and Update on Debentureholder Meetings

TORONTO, June 28, 2016 /CNW/ – InnVest Real Estate Investment Trust (“InnVest”) (TSX:INN.UN) is pleased to announce that all of the resolutions considered at its annual and special meeting of unitholders held on June 28, 2016 (the “Meeting”) were passed.  

In particular, the previously announced plan of arrangement (the “Arrangement”) pursuant to which Bluesky Hotels and Resorts Inc. has agreed to acquire all of the issued and outstanding units of InnVest for $7.25 in cash per unit was overwhelmingly approved by unitholders. Approximately 70% of InnVest’s units were represented at the meeting in person or by proxy, 99.71% of which were voted in favour of the Arrangement.

InnVest will apply for a final order of the Alberta Superior Court of Justice (Commercial List) for approval of the Arrangement on June 29, 2016. The Commissioner of Competition has reviewed the Arrangement, and has issued an Advance Ruling Certificate pursuant to section 102 of the Competition Act. The closing of the Arrangement remains subject to court approval, Canadian regulatory approvals under the Investment Canada Act and the satisfaction or waiver of other customary closing conditions. Assuming receipt of such approvals and the satisfaction or waiver of all other conditions to closing, InnVest expects that the Arrangement will close in the third quarter of 2016.

The voting results of all unitholder resolutions at the Meeting are set forth below. InnVest will file a report of voting results on its SEDAR profile at www.sedar.com.

Postponed Meeting of holders of Series G Debentures

InnVest announced today that it has revised the resolution amending the trust indenture (as supplemented) governing the 6.25% convertible unsecured subordinated debentures due March 31, 2019 (the “Series G Debentures”) to allow for the redemption of the Series G Debentures at a price of 107.5% (rather than 104% as originally proposed) of the aggregate principal amount thereof, plus accrued (but unpaid) interest thereon, on or about the date of the closing of the Arrangement (the “Amended Resolution”). 

In order to allow holders of the Series G Debentures (“Series G Debentureholders”) sufficient time to consider the increase in the redemption price as set out in the Amended Resolution, InnVest has postponed the meeting of holders of the Series G Debentures to Monday, July 18, 2016 at 12:00 p.m. (Toronto time) (the “Series G Meeting”). The record date for determining the holders of the Series G Debentures entitled to receive notice of and vote at the Series G Meeting remains May 24, 2016.

In connection with InnVest increasing the redemption price for the Series G Debentures, significant Canadian institutional investors holding, in the aggregate approximately $14 million in principal amount of Series G Debentures, representing approximately 16% of the Series G Debentures entitled to vote at the Series G Meeting have agreed to vote in favour of the Amended Resolution.

Details regarding the Amended Resolution and the Series G Meeting are expected to be sent to the holders of Series G Debentures in the coming days, will be posted on InnVest’s SEDAR profile at www.sedar.com and will supplement and amend the management information circular of InnVest dated May 30, 2016 originally sent to holders of Series G Debentures and that is currently available on SEDAR. 

Voting Information for Series G Debentureholders

The Series G Meeting will now be held on Monday, July 18, 2016 at 12:00 p.m. (Toronto time) at the offices of Norton Rose Fulbright Canada LLP located at Suite 3800, Royal Bank Plaza, South Tower, 200 Bay Street, Toronto, Ontario, M5J 2Z4.

As a Series G Debentureholder, if you have not voted or have voted against the originally proposed resolution, your immediate attention is required. Series G Debentureholders who previously voted FOR the originally proposed indenture amendments will not need to take any further action in order to have their vote counted in favour of the Amended Resolution. Series G Debentureholders who previously voted and who now would like to change their vote as it applies to the Amended Resolution can do so by completing their voting instruction form in accordance with the instructions provided therein. Series G Debentureholders are encouraged to vote as soon as practicable, and in any event no later than the proxy cut off of at 12:00 p.m. (Toronto time) on Thursday, July 14, 2016.

Debentureholders who have any questions about the information contained in the management information circular or require assistance with voting should contact Laurel Hill Advisory Group, toll-free at 1-877-452-7184 (416-304-0211 collect) or send an email to assistance@laurelhill.com.

Adjourned Meetings of holders of Series E and Series F Debentures

Holders of Series E Debentures

InnVest also announced today that the quorum requirement was not met for the meeting of the 6.00% convertible unsecured subordinated debentures due September 30, 2017 (the “Series E Debentures”) and as a result, in accordance with the terms of the indenture governing the Series E Debentures, the meeting has been adjourned to Monday, July 18, 2016 at 10:00 a.m. (Toronto time). The adjourned meeting will be held at the offices of Norton Rose Fulbright Canada LLP located at Suite 3800, Royal Bank Plaza, South Tower, 200 Bay Street, Toronto, Ontario, M5J 2Z4.

At such adjourned meeting, in accordance with the terms of the indenture governing the Series E Debentures, the holders of Series E Debentures then present in person or represented by proxy shall constitute a quorum and may transact the business for which the meeting was originally called. The record date for determining the holders of Series E Debentures entitled to receive notice of and vote at the adjourned meeting remains May 24, 2016.

A notice of adjourned meeting is expected to be sent to the holders of Series E Debentures in the coming days, and will be posted on InnVest’s SEDAR profile at www.sedar.com. Holders are referred to the management information circular of InnVest dated May 30, 2016 originally sent to holders of Series E Debentures and that is currently available on SEDAR. 

Voting Information for Series E Debentureholders

Series E Debentureholders who previously voted in respect of the indenture amendments do not need to take any further action in order to have their vote counted at the adjourned meeting. Series E Debentureholders who wish to vote may do so no later than the proxy cut-off for the adjourned meeting of 10:00 a.m. (Toronto time) on Thursday, July 14, 2016.

Debentureholders who have any questions about the information contained in the management information circular or require assistance with voting should contact Laurel Hill Advisory Group, toll-free at 1-877-452-7184 (416-304-0211 collect) or send an email to assistance@laurelhill.com.

Holders of Series F Debentures

InnVest also announced today that the quorum requirement was not met for the meeting of the 5.75% convertible unsecured subordinated debentures due March 31, 2018 (the “Series F Debentures”) and as a result, in accordance with the terms of the indenture governing the Series F Debentures, the meeting has been adjourned to Monday, July 18, 2016 at 11:00 a.m. (Toronto time).  The adjourned meeting will be held at the offices of Norton Rose Fulbright Canada LLP located at Suite 3800, Royal Bank Plaza, South Tower, 200 Bay Street, Toronto, Ontario, M5J 2Z4.

At such adjourned meeting, in accordance with the terms of the indenture governing the Series F Debentures, the debentureholders then present in person or represented by proxy shall constitute a quorum and may transact the business for which the meeting was originally called. The record date for determining the holders of Series F Debentures entitled to receive notice of and vote at the adjourned meeting remains May 24, 2016.

A notice of adjourned meeting is expected to be sent to the holders of Series F Debentures in the coming days, and will be posted on InnVest’s SEDAR profile at www.sedar.com. Holders are referred to the management information circular of InnVest dated May 30, 2016 originally sent to holders of Series F Debentures and that is currently available on SEDAR. 

Voting Information for Series F Debentureholders

Series F Debentureholders who previously voted in respect of the indenture amendments do not need to take any further action in order to have their vote counted at the adjourned meeting. Series F Debentureholders who wish to vote may do so no later than the proxy cut-off for the adjourned meeting of at 11:00 a.m. (Toronto time) on Thursday, July 14, 2016.

Debentureholders who have any questions about the information contained in the management information circular or require assistance with voting should contact Laurel Hill Advisory Group, toll-free at 1-877-452-7184 (416-304-0211 collect) or send an email to assistance@laurelhill.com.

Voting Results of Annual and Special Meeting of Unitholders

1.  Approval of Plan of Arrangement

As noted above, the Arrangement was overwhelmingly approved by unitholders.  Votes were cast on this matter as follows:

 

2.  Election of Trustees

The following seven nominees listed in InnVest’s management information circular dated May 26, 2016, were elected to serve as Trustees of InnVest until the close of the next annual meeting of unitholders or until their successors are elected or appointed.  Votes were cast on this matter as follows:

 

3. Appointment of Auditors

Deloitte LLP was appointed as auditors of InnVest until the close of the next annual meeting of unitholders, and the Trustees were authorized to fix the remuneration of the auditors.  Votes were cast on this matter as follows:

 

TRUST PROFILE
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.

Cautionary Note Regarding Forward-Looking Statements

Except for statements of historical fact, certain information contained herein constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information includes, but is not limited to: statements concerning the proposed Arrangement referred to in this press release, including necessary court and regulatory approvals and other conditions required to complete the Arrangement; the anticipated redemption (and the terms thereof) of all of InnVest’s outstanding convertible debentures in connection with the Arrangement; the anticipated timing of the postponed and adjourned meetings of the holders of InnVest’s convertible debentures; and any other statements regarding InnVest’s expectations, intentions, plans and beliefs. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “will”, “occur”, “expect”, “believe”, “anticipate”, “intend”, “continue”, or the negative thereof or other similar expressions. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made including, but not limited to, assumptions relating to the following: business and economic conditions affecting InnVest’s operations will continue substantially in their current state and that there will be no significant event affecting InnVest occurring outside the ordinary course of InnVest’s business; that there will be no material delays in obtaining required court and  regulatory approvals in connection with the Arrangement and that such approvals will be obtained; that the Arrangement agreement will not be amended or terminated; that there will be no material changes in the legislative, regulatory and operating framework for InnVest and its businesses; and that all other conditions precedent to completing the Arrangement will be met. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by such forward-looking information, including, but not limited to, risks relating to: the parties’ ability to satisfy conditions in the Arrangement agreement; the occurrence of any event, change or other circumstance that could give rise to the termination of the Arrangement agreement; material adverse changes in the affairs of InnVest; the parties’ ability to obtain required court and regulatory approvals in order to complete the Arrangement; and other risks described in InnVest’s current annual information form posted under its profile on SEDAR at www.sedar.com. Although management of InnVest has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that could cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. InnVest does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

SOURCE InnVest Real Estate Investment Trust