TORONTO, July 18, 2016 /CNW/ – InnVest Real Estate Investment Trust (“InnVest”) (TSX:INN.UN) is pleased to announce that the resolutions considered at its meetings of debentureholders held on July 18, 2016 (the “Meetings”) were passed.
The resolutions approve certain amendments to the indentures governing the redemption of each of InnVest’s series of convertible debentures, on or about the date of the closing of the previously announced 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. The convertible debenture redemptions are conditional upon closing of the Arrangement.
The closing of the Arrangement remains subject to Canadian regulatory approvals under the Investment Canada Act and the satisfaction or waiver of other customary closing conditions. Assuming receipt of such approval 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 the resolutions passed by the holders of the convertible debentures at the Meetings are set forth below. InnVest will file a report of voting results on its SEDAR profile at www.sedar.com.
Meetings of Debentureholders
1. Series E Debentures
Certain amendments to the trust indenture (as supplemented) governing the 6.00% convertible unsecured subordinated debentures due September 30, 2017 (the “Series E Debentures”) were approved that require the redemption of the Series E Debentures for cash, at a redemption price of 101% of the aggregate principal amount thereof, plus accrued (but unpaid) interest thereon, on or about the date of the closing of the Arrangement. Proxies were received by management on this matter as follows:
|
Votes For |
% |
Against |
% |
|
8,662,999 |
87.63% |
1,223,000 |
12.37% |
2. Series F Debentures
Certain amendments to the trust indenture (as supplemented) governing the 5.75% convertible unsecured subordinated debentures due March 30, 2018 (the “Series F Debentures”) were approved that require the redemption of the Series F Debentures for cash, at a redemption price of 101% of the aggregate principal amount thereof, plus accrued (but unpaid) interest thereon, on or about the date of the closing of the Arrangement. Proxies were received by management on this matter as follows:
|
Votes For |
% |
Against |
% |
|
4,918,298 |
86.46% |
770,000 |
13.54% |
3. Series G Debentures
Certain amendments to the trust indenture (as supplemented) governing the 6.25% convertible unsecured subordinated debentures due March 31, 2019 (the “Series G Debentures”) were approved that require the early redemption of the Series G Debentures for cash, at a redemption price of 107.5% of the aggregate principal amount thereof, plus accrued (but unpaid) interest thereon, on or about the date of the closing of the Arrangement. Proxies were received by management on this matter as follows:
|
Votes For |
% |
Against |
% |
|
27,533,403 |
92.27% |
2,307,000 |
7.73% |
TRUST PROFILE
InnVest Real Estate Investment Trust is an unincorporated open-ended real estate investment trust which owns a portfolio of 108 hotels across Canada representing approximately 14,000 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 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; 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 regulatory approval in connection with the Arrangement and that such approval 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 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
