Slate Retail REIT Announces Voting Results from 2018 Meeting of Unitholders and Subdivision of Class A Units and Class I Units
TORONTO, May 01, 2018 (GLOBE NEWSWIRE) — Slate Retail REIT (TSX:SRT.U) (TSX:SRT.UN) (the “REIT”), an owner and operator of U.S. grocery-anchored real estate, announced today that each of the trustee nominees listed in the management information circular of the REIT dated March 20, 2018 were elected as trustees of the REIT at the annual and special meeting of the holders (“Unitholders”) of class A units, class I units, class U units and special voting units of the REIT held on May 1, 2018 (the “AGM”). Voting results for the individual trustees of the REIT are as follows:
|Name of Nominee||Voted For||%||Voted Withheld||%|
The resolution to re-appoint Deloitte LLP as the auditors of the REIT for the ensuing year and authorizing the trustees to fix the remuneration to be paid to the auditors was approved by 99.38% of the votes, and the resolution to approve the second amended and restated deferred unit plan, pursuant to which trustees of the REIT have the opportunity to acquire deferred class U units, was approved by 99.59% of the votes.
At the AGM, Unitholders also approved, by 99.79% of the votes, a special resolution authorizing and approving an amendment and restatement of the declaration of trust of the REIT (the “Third A&R DOT”) for the purpose of making the features of the class A units, class I units and class U units consistent among all three classes, among other things. Also on May 1, 2018, the board of trustees of the REIT approved the subdivision of each of the: (i) class A units issued and outstanding on May 3, 2018 (the “Record Date”) on the basis of a subdivision ratio of one pre-subdivision class A unit for 1.0078 post-subdivision class A units; and (ii) class I units issued and outstanding on the Record Date on the basis of a subdivision ratio of one pre-subdivision class I unit for 1.0554 class I units (the “Subdivision”). The Third A&R DOT and the Subdivision will be undertaken contemporaneously and the impact of such actions will not change the relative economics of the different classes of units of the REIT.
As a consequence of the Subdivision, the proportionate entitlement of the class A units and class I units with respect to distributions from the REIT will be adjusted to 1.0 and all class A units, class I units and class U units will have equal rights with respect to distributions from the REIT, redemptions of units and on the termination of the REIT. Upon completion of the Subdivision, each class A unit and each class I unit will remain convertible into a class U unit but the conversation ratio will be on a one-for-one-basis. Management of the REIT anticipates that the Subdivision and the Third A&R DOT will result in the class A units, class I units and class U units being treated as equity of the REIT under IFRS as opposed to their current presentation as a liability, which management of the REIT believes is appropriate. The Subdivision is expected to be completed at 8:00 a.m. (Toronto time) on May 11, 2018.
Final results on all matters voted upon at the AGM will be filed with the Canadian securities regulatory authorities and will be available on the REIT’s SEDAR profile at www.sedar.com.
About Slate Retail REIT (TSX:SRT.U) (TSX:SRT.UN)
Slate Retail REIT is a real estate investment trust focused on U.S. grocery-anchored real estate. The REIT owns and operates approximately U.S. $1.5 billion of assets located across the top 50 U.S. metro markets that are visited regularly by consumers for their everyday needs. The REIT’s conservative payout ratio, together with its diversified portfolio and quality tenant covenants, provides a strong basis to continue to grow unitholder distributions and the flexibility to capitalize on opportunities that drive value appreciation. Visit slateretailreit.com to learn more about the REIT.
About Slate Asset Management L.P.
Slate Asset Management L.P. (“Slate”) is a leading real estate investment platform with over $5.5 billion in assets under management. Slate is a value-oriented manager and a significant sponsor of all of its private and publicly-traded investment vehicles, which are tailored to the unique goals and objectives of its investors. The firm’s careful and selective investment approach creates long-term value with an emphasis on capital preservation and outsized returns. Slate is supported by exceptional people, flexible capital and a proven ability to originate and execute on a wide range of compelling investment opportunities. Visit slateam.com to learn more.
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Certain information herein constitutes “forward‐looking information” as defined under Canadian securities laws which reflect management’s expectations regarding objectives, plans, goals, strategies, future growth, results of operations, performance, business prospects and opportunities of the REIT. The words “plans”, “expects”, “does not expect”, “scheduled”, “estimates”, “intends”, “anticipates”, “does not anticipate”, “projects”, “believes”, or variations of such words and phrases or statements to the effect that certain actions, events or results “may”, “will”, “could”, “would”, “might”, “occur”, “be achieved”, or “continue” and similar expressions identify forward‐looking statements. Some of the specific forward‐looking statements contained herein include the effect of the Subdivision and the Third A&R DOT on the presentation of the REIT’s units under IFRS and the expected completion date of the Subdivision. Such forward‐looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the transactions contemplated herein are completed. Forward‐looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable by management as of the date hereof, are inherently subject to significant business, economic and competitive uncertainties and contingencies. 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 and should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not 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. Additional information about risks and uncertainties is contained in the filings of the REIT with securities regulators, including the REIT’s Annual Information Form dated February 16, 2018.