TORONTO–(BUSINESS WIRE)–Inovalis Real Estate Investment Trust (the “REIT”) (TSX: INO.UN) today reported strong financial results for the quarter ended March 31, 2022. The Consolidated Financial Statements and Management’s Discussion and Analysis (“MD&A”) for Q1 2022 are available on the REIT’s website at www.inovalisreit.com and at www.sedar.com¹.

“Our Q1 2022 entry into the Spain office market and further investment in Paris has increased the portfolio and added to the bottom line which will be evident in Q2. Management continues to advance on our Core+ strategy to reposition three other assets and unlock value for Unitholders by the end of 2022.”

Net Rental Income

For the portfolio that includes only assets owned entirely by the REIT (“IP Portfolio”), Net Rental Income for the three months ended March 31, 2022 (“Q1 2022”), was CAD$1.9 million (EUR€1.3 million) compared to CAD$4.4 million (EUR€2.9 million) for the three months ended March 31, 2021 (“Q1 2021”). This CAD$2.7 million (EUR€1.6 million) decrease is mainly attributable to the sale of Jeuneurs at the end of 2021 and the corresponding decrease of CAD$0.7 million (EUR€0.5 million), the lease terminations in the Baldi and Sabliere properties (CAD$0.8 million) in Q4 2021 (both properties are being repositioned in the asset recycling plan), the ongoing eviction process on the Courbevoie property (CAD$0.5 million) – under promise to sell, as well as negative foreign exchange impact of CAD$0.3 million and the remaining difference related to the IFRIC 21– Levies (“IFRIC 21”) increase due to the Gaia acquisition. The effect of the new acquisitions, completed at the very end of March 2022, will be evident in Q2 2022 for an aggregate additional contribution to the Net Operating Income (“NOI”) of CAD$1.3 million.

In Q1 2022, Net Rental Income, adjusted for IFRIC 21 for the portfolio that includes the REIT’s proportionate share in joint ventures (“Total Portfolio”), was CAD$6.4 million (EUR€4.5 million), compared to CAD$8.6 million (EUR€5.7 million) for Q1 2021, a decrease for the same reasons described above for the IP Portfolio and a negative foreign exchange loss of CAD$0.6 million.

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1</sup> This press release contains certain Non-GAAP and other financial measures. Refer to “Non-GAAP Financial Measures and Other Financial Measures” in this press release for a complete list of these measures and their meaning.

Leasing Operations

All of the REIT’s lease contracts in France, Germany and Spain have rental indexation that offsets the impact of inflation. Rental income is increased annually to reflect the rising cost of living which protects returns to Unitholders.

In the REIT’s Total Portfolio, nearly 10,000 sq. ft. of previously vacant office space were leased over the first quarter of 2022, primarily in the Metropolitain property which is not 100% occupied, and in the Delizy building. The strategic lease terminations are progressing in the Veronese property to facilitate the sale of the property on the terms set out in the December 2020 promise to sell.

As at March 31, 2022, occupancy for the REIT’s IP Portfolio was 78.2% and the Total Portfolio was 82.6%. Seven of the properties are at, or close to, a 100% occupancy rate.

The Investment Portfolio (joint-venture assets) had 95.1% occupancy at March 31, 2022. The weighted average lease term (“WALT”) of the Total Portfolio stands at 3.1 years, with two major lease maturities in 2023 for the main tenants of the Arcueil and Neu-Isenburg properties. The Total Portfolio occupancy rate of 82.6% is negatively impacted by the strategic lease terminations at the Courbevoie property. Excluding Courbevoie, the REIT’s Total Portfolio occupancy rate was 86.1%. Gaia’s occupancy rate of 84% belies the effective 100% rental revenue stream due to the 3-year rental guarantee on the vacant premises that the REIT received in advance at acquisition and which, for accounting purposes, was treated as a reduction in the acquisition price and not the rental income. This offset has an impact of 1.1% on Total Portfolio occupancy).

Renewed interest from prospective tenants since Q2 2021 show growing confidence in our Parisian and German portfolio. To bolster leasing efforts, management will selectively complete capital expenditure improvements on vacant areas to attract tenants and maximize rent.

Capital Market Considerations

The REIT has reliably delivered above-average returns to unitholders, continuing to pay a stable, attractive distribution, providing a superior investment opportunity on the basis of:

• Investment diversification via exposure to selected European markets with a deeply experienced local asset manager.
• Compelling risk/return ratio for commercial real estate, given low rates on 10-year government bonds.
• Lower borrowing costs in the European community compared to Canada, fueled by the European Central Bank (“ECB”) policies; and
• A Euro-currency backed hedge on distributions paid in CAD$, with a benefit crystallized by a CAD$0.4 million finance income in the quarter.

The REIT’s Unitholders’ equity on March 31, 2022 was CAD$328.4 million (EUR€237.2 million), which implies a book value per Unit at that date of CAD$10.08/Unit or CAD$10.05/Unit on a fully-diluted basis, using the weighted average number of outstanding Units for the three-month period, despite a $0.36/unit negative FX impact over Q4 2021 on a fully-diluted basis.

Adjusted Funds From Operations

The REIT follows the recommendations of the Real Property Association of Canada (“REALPAC”) (February 2019 White Paper) with certain exceptions. Funds from Operations (“FFO”) per unit and Adjusted Funds from Operations (“AFFO”) per unit are Non-GAAP ratios. Non-GAAP ratios do not have standardized meaning under IFRS. These measures as computed by the REIT may differ from similar computations as reported by other entities and, accordingly, may not be comparable to other entities. Refer to the Non-GAAP Financial Measures and Other Measures section of this MD&A for a more detailed discussion on FFO and AFFO.

In Q1 2022, the REIT reported FFO and AFFO of CAD$0.09 and CAD$0.10 per Unit, respectively, versus CAD$0.12 and CAD$0.11 for the same period last year². The AFFO payout ratio, a non-GAAP measure of the sustainability of the REIT’s distributions, is 209.4% for the Q1 2022. Management has established the goal of reducing the AFFO payout ratio to <95% by the end of Q4 2022, by investing available cash in accretive assets, asset recycling, and improving global occupancy. The accretive effect of the deployment of the REIT’s available cash into two effectively fully occupied properties in March 2022 will be reflected in the Q2 2022 financial results.

Financing Activity

The REIT is financed almost exclusively with asset-level, non-recourse financing with an average term to maturity of 3.9 years for the Total Portfolio (4.5 years on the IP Portfolio).

As at March 31, 2022, the weighted average interest rate across the Total Portfolio was 1.87% (1.92% for the IP Portfolio).Two new five-year mortgages for the Gaia and Delgado properties are financed at 1.91% and 1.99% interest rates, respectively.

Although hikes of the ECB key lending rates are anticipated in the remainder of 2022 management is confident that the REIT will continue to access financing opportunities. Historically low interest rates in Europe are less costly than those offered by traditional financing in Canada and the REIT has leveraged this advantage through its access to banking networks in Europe, as evidenced by the latest transactions.

Acquisition : Le Gaia, France

On March 28^th, 2022, the REIT closed on the GAIA property, a 119,499 sq. ft. office building located near La Defense, Paris, one of Europe’s leading business hubs. The property is 84% occupied by seven tenants and has an effective 100% rental revenue stream due to CAD$3.4 million (EUR€2.5 million) rental guarantee to cover 100% occupancy for the next 3 years. The purchase price was CAD$55.3 million (EUR€40.0 million), excluding CAD$5.5 million (EUR€3.7 million) acquisition costs and rental guarantee. This acquisition has been financed by a CAD$30.5 million(EUR€22.0) million mortgage loan over a 5-year term, at fixed interest of 1.91%. This investment is in line with the REIT’s Core+ strategy, to deploy available cash into assets that generate predictable cash flows on mature and consolidated markets. Furthermore, the property is in line with the REIT’s ESG objective, as the building is certified with Europe’s dual High Environmental Quality (HQE) and BBC Effinergie (Low-energy Building) certifications.

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1</sup> FFO and AFFO are non-GAAP measures. See the section “Non-GAAP Financial Measures and Other Measures” for more information on the REIT’s Non-GAAP measures. A reconciliation of FFO and AFFO to Net Income can be found under the section Non-GAAP Reconciliation (FFO and AFFO).

Acquisition : Delgado, Spain

On March 31, 2022, the REIT signed the final purchase agreement of a 119,922 sq. ft. office building in the Alcobenda area of Madrid, Spain. This 100% occupied property is leased to two high-credit rating tenants from the aeronautics sector, with a weighted average lease term of 4.9 years. The purchase price was CAD$40.7 million (EUR€29.4 million), excluding acquisition costs, financed through a CAD$22.5 million (EUR€16.2 million) mortgage loan at a fixed interest of 1.99% over five years. This entry into the Spain real estate market by the REIT was supported and made easier by the existing Inovalis S.A. asset and property management platform in Spain. The REIT believes that there is high potential in the Spain market for future investments.

Bad Homburg, Germany

A one-year extension of the in-place mortgage financing was signed in March 2022 on similar terms. The key operational objective for this property is to attain 85% occupancy by March 2023 and management will arrange for a longer-term financing at that time.

Courbevoie (Veronese), France

The pending sale of the Courbevoie asset for CAD$39.1 million (EUR€27.2 million) is contingent on the buyer obtaining a building permit and the REIT vacating the asset. At the end of March 2022, in line with the agreements signed in Q4 2021, two more tenants vacated the property. An extension to the commitment to sell has been agreed on with the buyers for a sale by the end of December 2022, once the permit recourses are cleared and vacancy conditions are fulfilled. Management has estimated the terminations will cost a total of CAD$3.4 million(EUR€2.3 million) to complete. Given the uncertainty related to the conditions attached to the promise to sell and the final timing of closing which has been deferred from Q1 2022 to the end of 2022, the Courbevoie property does not qualify for the presentation as an asset held for sale as of March 31, 2022.

Duisburg, Germany

The Duisburg property is 100% leased as at March 31, 2022, with a long Weighted Average Lease Term of 5.6 years, allowing for the refinancing of the in-place CAD$36.0 million (EUR€24.5 million) bullet mortgage loan. An agreement is now being finalized on a five-year term at 1.02% interest rate with a final repayment in 2027 and is expected to be finalized in May 2022.

Environmental, Social and Governance (ESG)

Integrating ESG objectives and strategies into our business reflects the growing importance these factors play with many of our key stakeholders. Investors recognize the risks associated with changing regulatory requirements, tenants are including sustainability considerations in their leasing decisions, and employees want to work for responsible and socially-focused organizations. The REIT is working to improve its long-term environmental performance, and also invest in “human capital” for the implementation and monitoring of all ESG initiatives. Management is overseeing a portfolio-wide ESG independent audit of all assets, with the view to formalizing ESG priorities. The exercise will identify clear and measurable ESG practices and disclosures which we will apply and ensure are addressed by our third-party service providers.

ABOUT INOVALIS REAL ESTATE INVESTMENT TRUST

The REIT is an unincorporated, open-ended real estate investment trust established pursuant to a declaration of trust under the laws of the Province of Ontario. The REIT has been created for the purpose of acquiring and owning office properties primarily located in France and Germany but also opportunistically in other European countries where assets meet the REIT’s investment criteria.

FORWARD-LOOKING INFORMATION

Although management believes that the expectations reflected in the forward-looking information are reasonable, no assurance can be given that these expectations will prove to be correct, and since forward-looking information inherently involves risks and uncertainties, undue reliance should not be placed on such information.

Certain material factors or assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such forward-looking statements. The estimates and assumptions, which may prove to be incorrect, include, but are not limited to, the various assumptions set forth in this document as well as the following:

i)		the ability to continue to receive financing on acceptable terms;
ii)		the future level of indebtedness and the REIT’s future growth potential will remain consistent with current expectations;
iii)		there will be no changes to tax laws adversely affecting the REIT’s financing capability, operations, activities, structure, or distributions;
iv)		the REIT will retain and continue to attract qualified and knowledgeable personnel as the portfolio and business grow;
v)		the impact of the current economic climate and the current global financial conditions on operations, including the REIT’s financing capability and asset value, will remain consistent with current expectations;
vi)		there will be no material changes to government and environmental regulations that could adversely affect operations;
vii)		conditions in the international and, in particular, the French, German, Spanish and other European real estate markets, including competition for acquisitions, will be consistent with past conditions;
viii)		capital markets will provide the REIT with readily available access to equity and/or debt financing; and
ix)		the impact the COVID-19 pandemic and geopolitical conflict in the Ukraine and Russia will have on the REIT’s operations, the demand for the REIT’s properties and global supply chains and economic activity in general.

The REIT cautions that this list of assumptions is not exhaustive. Although the forward-looking statements contained in this press release are based upon assumptions that management believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements.

When relying on forward-looking statements to make decisions, the REIT cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not, or the times at or by which, such performance or results will be achieved. A number of factors could cause actual results to differ, possibly materially, from the results discussed in the forward-looking statements, including, but not limited to:

• the REIT’s ability to execute its growth and capital deployment strategies;
• the impact of changing conditions in the European office market;
• the marketability and value of the REIT’s portfolio;
• changes in the attitudes, financial condition and demand in the REIT’s demographic markets;
• fluctuation in interest rates and volatility in financial markets;
• the duration and ultimate impact of the COVID-19 pandemic and related government interventions as well as the geopolitical conflict in the Ukraine and Russia on the REIT’s business, operations and financial results;
• general economic conditions, including any continuation or intensification of the current economic downturn;
• developments and changes in applicable laws and regulations; and
• such other factors discussed under ‘‘Risk Factors and Uncertainties’’ in the REIT’s Annual Information Form.

If any risks or uncertainties with respect to the above materialize, or if the opinions, estimates or assumptions underlying the forward-looking statements prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking statements.

Forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans relating to the future. Certain statements included in this press release may be considered a ‘‘financial outlook’’ for purposes of applicable Canadian securities laws, and as such, the financial outlook may not be appropriate for purposes other than this press release. All forward-looking statements are based only on information currently available to the REIT and are made as of the date of this press release. Except as expressly required by applicable Canadian securities law, the REIT assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All forward-looking statements in this press release are qualified by these cautionary statements.

NON-GAAP FINANCIAL MEASURES AND OTHER MEASURES

Information in this press release is a select summary of results. There are financial measures included in this press release that do not have a standardized meaning under IFRS. These measures include funds from operations, adjusted funds from operations, and other measures presented on a proportionate share basis. These measures have been derived from the REIT’s financial statements and applied on a consistent basis as appropriate. Management includes these measures as they represent key performance indicators to management, and it believes certain investors use these measures as a means of assessing relative financial performance. These measures, as computed by the REIT, may differ from similar computations as reported by other entities and, accordingly, may not be comparable to other such entities. These measures should not be considered in isolation or used in substitute for other measures of performance prepared in accordance with IFRS. The REIT has adopted the guidance under National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure for the purpose of this press release. These measures and ratios are defined below:

“Accretive Assets” means that, at the time of the asset acquisition, the pro forma (post-deal) net income per Unit is forecast as higher than the REIT’s (pre-deal) net income per Unit.

“Adjusted Funds From Operations” or “AFFO” is a meaningful supplemental measure that can be used to determine the REIT’s ability to service debt, fund expansion capital expenditures, fund property development, and provide distributions to unitholders after considering costs associated with sustaining operating earnings.

AFFO calculations are reconciled to net income, which is the most directly comparable IFRS measure. AFFO should not be construed as an alternative to net income or cash flow generated from operating activities, determined in accordance with IFRS.

AFFO is defined as FFO subject to certain adjustments, including adjustments for: (i) the non-cash effect of straight-line rents, (ii) the cash effect of the lease equalization loans, (iii) amortization of fair value adjustment on assumed debt, (iv) the non-cash portion of the asset management fees paid in Exchangeable securities, (v) capital expenditures, excluding those funded by a dedicated cash reserve or capex financing, and (vi) amortization of transaction costs on mortgage loans.

“Adjusted Funds From Operations / Unit” or “AFFO / Unit” is AFFO divided by the issued and outstanding Units, plus Exchangeable securities (fully diluted basis).

“AFFO Payout Ratio” is the value of declared distributions on Units and Exchangeable Securities & promissory notes (if any), excluding any Participatory Distribution, divided by AFFO.

“Fully diluted basis” refers to a nominal value divided by the issued and outstanding Units, plus Exchangeable securities.

“Funds From Operations” or “FFO” follows the definition prescribed by REALPAC’s white paper on Funds From Operations & Adjusted Funds From Operations, dated January 2022.

Management considers FFO to be a meaningful supplemental measure that can be used to determine the REIT’s ability to service debt, fund capital expenditures, and provide distributions to unitholders.

As an exception, considering the significant amount of cash held in Euros in Canada and the volatility of the Canadian dollar against the Euro, the unrealized gain (loss) recognized for the quarters ended March 31, 2022, and 2021, have been excluded from the FFO calculation. Finally, non-recurring administrative expenses relating to items that are not reasonably likely to occur within two years prior to, or following the disclosure, are adjusted have also been excluded from FFO.

FFO is reconciled to net income, which is the most directly comparable IFRS measure. FFO should not be construed as an alternative to net income or cash flow generated from operating activities, determined in accordance with IFRS.

FFO for the REIT is defined as net income in accordance with IFRS, subject to certain adjustments including adjustments for: (i) acquisition, eviction and disposal costs, (ii) net change in fair value of investment properties, (iii) net change in fair value of derivative financial instruments at fair value through profit and loss, (iv) net changes in fair value of Exchangeable securities and private placement promissory notes in 2020, (v) finance costs related to distribution on Exchangeable securities and promissory notes in 2020, (vi) adjustment for property taxes accounted for under IFRIC 21 (if any), (vii) loss on exercise of lease option (if any), (viii) adjustment for foreign exchange gains or losses on monetary items not forming part of an investment in a foreign operation, (ix) gain or loss on disposal of investment properties or an interest in a subsidiary, (x) finance income earned from loans to joint ventures (if any), (xi) loss on extinguishment of loans, (xii) deferred taxes, (xiii) non-controlling interest, (xiv) goodwill / bargain purchase gains upon acquisition, and (xv) income taxes on sale of investment properties and provision for tax reassessment.

Exchangeable securities and promissory notes (2020 only) are recorded as liabilities. Exchangeable securities and promissory notes are recorded at fair value through profit and loss in accordance with IFRS. However, both are considered as equity for the purposes of calculating FFO and AFFO, as they are economically equivalent to the REIT’s Units, with the same features and distribution rights, that are economically equivalent to the distribution received by unitholders.

“Funds From Operations / Unit” or “FFO / Unit” is FFO divided by the issued and outstanding Units, plus Exchangeable securities (fully diluted basis).

“Investment Property Portfolio” or “IP Portfolio” refers to the six wholly owned properties of the REIT.

Contacts

David Giraud, Chief Executive Officer
Inovalis Real Estate Investment Trust

Tel: +33 1 5643 3323

david.giraud@inovalis.com

Khalil Hankach, Chief Financial Officer
Inovalis Real Estate Investment Trust

Tel: +33 1 5643 3313

khalil.hankach@inovalis.com

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AUSTIN, Texas–(BUSINESS WIRE)–#agentcount—Keller Williams (KW), the world’s largest real estate technology franchise by agent count, reports Q1 ’22 results, having achieved significant growth and topped franchise and corporate culture rankings.

“We’re proud to report our agents have closed out another successful record-breaking quarter in sales volume,” said Carl Liebert, CEO of kwx, an integrated home experience company. “Outperforming the market, our agents increased sales volume more than 10% over Q1’ 21.”

United States and Canada (production in Q1 ’22)

• Agents closed $108.4 billion in sales volume, up 10.5% from Q1 last year.
• Agents closed 258.4 thousand transactions in Q1 ’22, down 5.2% over Q1 ’21.
• Agents took 154.0 thousand new listings (new market inventory), down 5.0% over Q1 ’21.
• Agents wrote 295.8 thousand contracts (projected closings), down 7.3% over Q1 ’21.
• Contracts written volume was $126.2 billion, up 8.2% over Q1 ’21.

“The appreciation of home prices has resulted in agents’ commissions far outpacing the rate of inflation,” said Marc King, president, KW. “We’re continuing to lean into our world-class training, coaching and technology to ensure our agents are poised to face the headwinds of higher mortgage rates and ongoing housing supply constraints.”

Keller Williams is home to 173,944 agents in the United States and Canada and 15,700 agents operating outside of the United States and Canada, for a total of 189,644 agents worldwide, as of March 31, 2022.

In Q1 ’22 alone, KW added 1,523 net agents across the U.S. and worldwide regions.

“Our homes sold baseline represents our second-highest record for a Q1 across that key metric,” said Jason Abrams, head of industry, kwx. “We are overall pleased with the results of our agents amid hypercompetitive market conditions.”

Keller Williams Worldwide (KWW) Momentum (production outside U.S. and Canada in Q1 ’22)

• As of March 31, agent count outside the U.S. and Canada was 15,700, up 21.6% from Q1 ’21.
• Agents closed 16.5 thousand transactions in Q1 ’22, up 25.9% over Q1 ’21.
• Agents closed $3.2 billion in sales volume, up 27.1% from Q1 ’21.
• Agents took 26.3 thousand new listings (new market inventory), down 4.1% over Q1 ’21.
• Agents wrote 19.2 thousand contracts (projected closings), up 18.3% over Q1 ’21.
• Contracts written volume was $2.9 billion, up 25.5% over Q1 ’21.

“The credit for our quarter after quarter of aggressive international growth belongs to our tech-enabled agents, fueled by our powerful training and business models,” said William E. Soteroff, president, KWW. “Our pipeline remains strong for new worldwide regions.”

Outside of the U.S. and Canada, KWW’s regions include: Albania; Argentina; Aruba; Belgium; Belize; Bermuda; Cambodia; Chile; Colombia; Costa Rica; Cyprus; Czech Republic; Dominican Republic; Dubai, UAE; France; Greece; Guyana; Honduras; Indonesia; Ireland; Israel; Italy; Jamaica; Japan; Luxembourg; Malaysia; Mexico; Monaco; Mongolia; Morocco; Nicaragua; Northern Cyprus; Panama; Paraguay; Peru; Philippines; Poland; Portugal; Puerto Rico; Romania; São Paulo, Brazil; Saudi Arabia; Serbia; Sint Maarten; Slovenia; Southern Africa; Spain; Suriname; Thailand; Turkey; Turks and Caicos; United Kingdom; Uruguay; and Vietnam.

Corporate and Industry Highlights

• In January, Swanepoel ranked Gary Keller as the No. 1 most powerful person in real estate.
• In January, Entrepreneur magazine ranked KW No. 92 on its 2022 Franchise 500 ranking.
• In January, KW ranked No. 51 on the Best Places to Work 2022 list by Glassdoor.
• In January, KW unveiled KW Sports + Entertainment, a new business community.
• In February, Stacey Onnen was named head of new business operations.
• In February, RISMedia named seven KW leaders to the 2022 Real Estate Newsmakers.
• In February, Forbes featured KW at No. 140 on its list of America’s Best Large Employers 2022.
• In February, KW announced an expansion into Sint Maarten.
• In February, kwx acquired CPros, a concierge transaction management services provider.
• In February, Levi Rodgers was named director of KW Military.
• In March, KW was named to Entrepreneur’s 2022 Fastest-Growing Franchises list.
• In March, HousingWire featured KW on its list of 2022 Tech100 Real Estate Honorees.
• In March, six young KW professionals were named to REALTOR® Magazine’s “30 Under 30”.
• In March, KW announced a partnership with RealNex.
• In March, KW’s European franchises helped house Ukrainian refugees.
• In March, KW was recognized as “the most prolific franchise network” on RealTrends 500.
• In March, KW announced an expansion into Guyana.
• In March, KW announced a strategic partnership with bolt to scale insurance services.
• In March, Swanepoel named KW the No. 1 real estate franchise by agent count, transaction sides, and sales volume.

“In Q1 ’22, we continued building and revamping our KW business communities and segments,” said Sajag Patel, head of coaching, communities and learning, KW. “We’re enabling our agents to focus on business growth through more connection, empowerment, and impact.”

“We expect to continue aggressively attracting agents across the full spectrum of their real estate careers,” said Patel. “Our training and coaching are second to none, and continue to boost agent production, leveraging the best practices and lessons learned of our top real estate producers.”

About Keller Williams

Austin, Texas-based Keller Williams (KW), the world’s largest real estate technology franchise by agent count, has more than 1,100 offices and 200,000 associates. The franchise is also No. 1 in units and sales volume in the United States.

KW is in the process of forming kwx, an integrated home experience company. kwx will be composed of Keller Williams Realty Inc., Keller Williams Worldwide and Keller Home Financial Services, consisting of Keller Mortgage, Keller Offers, Keller Covered, Keller Title and The Partnership Platform.

Since 1983, the company has cultivated an agent-centric, technology-driven and education-based culture that rewards agents as stakeholders. For more information, visit kwx.kw.com.

Contacts

Media Contact:

Darryl G. Frost

Director of Public Relations and Media Relations

darryl.frost@kw.com / 254-466-3627

TORONTO–(BUSINESS WIRE)–Real Matters Inc. (“Real Matters” or the “Company”) (TSX: REAL) today announced that the Toronto Stock Exchange (“TSX”) has approved an amendment to the Company’s current Normal Course Issuer Bid (“NCIB”) to increase the number of common shares that the Company may purchase for cancellation from 6,000,000 common shares (approximately 7.8% of the 76,489,997 common shares in the public float as at May 31, 2021) to 7,648,999 common shares (representing 10.0% of the 76,489,997 common shares in the public float as at May 31, 2021). No other terms of the NCIB have changed.

The Company believes that the prevailing share price for its common shares does not currently reflect its underlying value such that the purchase of common shares for cancellation represents an attractive opportunity to return value to the Company’s common shareholders.

Since commencement of the NCIB, Real Matters has purchased for cancellation 4,147,256 common shares at a weighted average price of $11.78. The Company’s previously approved NCIB commenced on June 11, 2021 and was amended on November 24, 2021. The further amended NCIB will commence on May 10, 2022 and will continue until June 10, 2022, or such earlier date as the Company has acquired the maximum number of common shares permitted under the NCIB or spent C$70 million. The Company has allocated up to C$70 million towards the purchase of common shares under the NCIB, of which C$48,860,512 has been spent to date, leaving C$21,139,488 available for purchases. The actual number of common shares purchased by the Company under the NCIB and the timing of such purchases will be determined by the Company. Subject to certain prescribed exceptions, daily purchases under the further amended NCIB will continue to be limited to a maximum of 153,956 common shares, which is 25% of the average daily trading volume of the Company’s common shares for the six months ended May 31, 2021 (being 615,827 common shares).

Purchases under the NCIB will continue to be made through the facilities of the TSX and alternative Canadian trading systems at the prevailing market price at the time of acquisition. All common shares purchased will be cancelled.

Real Matters previously entered into an automatic share purchase plan (the “Plan”) with National Bank Financial Inc. to allow for the purchase of common shares under the NCIB at times when the Company would not ordinarily be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise. The Plan will continue to apply to the further amended NCIB.

FORWARD-LOOKING INFORMATION

This Press Release contains “forward-looking information” within the meaning of applicable Canadian securities laws, including statements relating to the Company’s belief regarding the intrinsic value of its common shares. Words such as “could”, “forecast”, “target”, “may”, “will”, “would”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “seek”, “believe”, “likely” and “predict” and variations of such words and similar expressions are intended to identify such forward-looking information, although not all forward-looking information contains these identifying words.

The forward-looking information in this press release includes statements which reflect the current expectations of management based on information currently available to management. Although the Company believes that these expectations are reasonable, these statements by their nature involve risks and uncertainties and should not be read as a guarantee of the occurrence or timing of any future events, performance or results. A comprehensive discussion of the factors which could cause results or events to differ from current expectations can be found in the “Risk Factors” section of our Annual Information Form for the year ended September 30, 2021, which is available on SEDAR at www.sedar.com.

Readers are cautioned not to place undue reliance on the forward-looking information, which reflect our expectations only as of the date of this Press Release. Except as required by law, we do not undertake to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

About Real Matters

Real Matters is a leading network management services provider for the mortgage lending and insurance industries. Real Matters’ platform combines its proprietary technology and network management capabilities with tens of thousands of independent qualified field professionals to create an efficient marketplace for the provision of mortgage lending and insurance industry services. Our clients include top 100 mortgage lenders in the U.S. and some of the largest insurance companies in North America. We are a leading independent provider of residential real estate appraisals to the mortgage market and a leading independent provider of title and mortgage closing services in the U.S. Headquartered in Markham (ON), Real Matters has principal offices in Buffalo (NY), Middletown (RI) and Scottsdale (AZ). Real Matters is listed on the Toronto Stock Exchange under the symbol REAL. For more information, visit www.realmatters.com.

Contacts

For more information:
Lyne Beauregard

Vice President, Investor Relations and Corporate Communications

Real Matters

lbeauregard@realmatters.com
416.994.5930