Northern Property REIT Mails Letter to Unitholders with Reminder to Vote IN FAVOUR of Proposed Transactions with True North Apartment REIT and Starlight Investments Ltd.

  • Momentum building in support of Transactions as NPR founders pledge unanimous support
  • Leading proxy advisors ISS and Glass Lewis recommend unitholders vote FOR transactions
  • Proxy voting deadline 11am MDT October 9, 2015

 

CALGARY, Oct. 1, 2015 /CNW/ - Northern Property Real Estate Investment Trust (TSX:NPR:UN) today announced that it has mailed a Letter to Unitholders that highlights the momentum building in support of the transactions with True North Apartment Real Estate Investment Trust and Starlight Investments Ltd., that will culminate in the formation of Northview Apartment Real Estate Investment Trust. The Letter is anticipated to arrive in the coming week and also includes a reminder that the October 9, 2015 11 am MDT proxy voting deadline is fast approaching, so unitholders are urged to immediately vote IN FAVOUR of the proposed transactions. Further transaction details as well as proxy voting instructions can be found at www.northviewreit.com.

The Letter to Unitholders follows below:


Dear Fellow Unitholder:




Momentum is building in support of the plan for Northern Property Real Estate Investment Trust (''NPR'' or the ''REIT'') to acquire approximately 14,000 quality multi-family suites, principally in Central and Eastern Canada, through a series of transactions, including the acquisition of True North Apartment REIT.  This plan supports long-term value-creation for unitholders. When this important strategic transaction closes, NPR will be renamed Northview Apartment REIT. For specific details regarding the transactions, 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 BLUE proxy IN FAVOUR of the Plan of Arrangement, well in advance of the proxy voting deadline of 11:00 a.m. (Mountain Daylight Time) / 1:00 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.




We are also pleased to advise that founders of NPR including former CEO, James Britton, and Former Trustees, Don Wilson and Kenn Harper, unanimously support these transactions and will be voting all of their units IN FAVOUR.




So why is momentum building behind this transaction? Here are the key reasons that we are hearing in the many meetings we have held recently with unitholders:




  • Near-term prospects for FFO growth and sustained value creation for unitholders — As highlighted in our investor presentation (slides 18 – 20, accessible at www.northviewreit.com), there are significant near-term opportunities for value creation in the acquired portfolios. The continued execution of pre-existing programs from both REITs as well as the Institutional Portfolio provide an opportunity for Funds From Operation (FFO) per unit growth in excess of 10% the next three to five years. This FFO growth provides opportunities for NPR to create value for unitholders through increases in asset value approaching $260 million along with potential distribution increases.

    The table below highlights several of Northview's near term growth opportunities over the next three to five years as disclosed in the Information Circular.

 

Value Creation Opportunities

# of eligible
suites in acquired
portfolios

Estimated monthly
improvement in NOI
per suite
($CAD)

Total Estimated
Annual NOI Increase
($CAD)

Pending Above Guideline Increases(1)

3,214

20

800,000

High-end renovation program

1,754


250 - 300

5,800,000

Sub-metering program

5,221

40

2,500,000

Below market rent

13,558

32

5,200,000

Total



14,300,000





Assumed Cap rate



5.5%





Estimated value creation ($CAD)



260,000,000





Estimated increase in fully diluted FFO/unit ($CAD)


0.27





(1)     Assume average rent $1,000/month and 2.0% rental increase over provincial guideline rental rate increase of 2.0%

 

 


  • Portfolio Diversification – Against the backdrop of volatile markets, unitholders are telling us that they appreciate the unique opportunity to acquire a portfolio of approximately 14,000 quality multi-family suites in stable, growing areas of Canada, which will facilitate continued growth and diversify the REIT geographically. This acquisition continues the diversification that has been a key driver of our success since the creation of NPR in 2002 and will position the REIT to continue to deliver profitable growth to unitholders.

  • Financial strength — NPR has a long and successful track record of delivering strong returns to unitholders. These transactions provide a near-term opportunity to continue to grow FFO per unit, through identified and quantifiable growth initiatives, while maintaining NPR's low FFO payout ratio. Further, management believes a more diversified portfolio should contribute to enhanced stability in financial results, and should allow Northview's unit price to better reflect its financial performance over time.





Vote today to build greater value




The transactions accelerate the strategy of diversification and expansion that our REIT has successfully employed since inception and positions NPR to create sustainable and growing value to unitholders.




Your Vote is important. Vote IN FAVOUR of the Plan of Arrangement well in advance of the proxy voting deadline of 11:00 a.m. (Mountain Daylight Time) / 1:00 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 NPR's proxy solicitation agent, Kingsdale Shareholder Services, by calling toll-free 1.877.657.5859 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 Contemplated Transactions are expected to close on or about October 31, 2015.




DATED at Calgary, Alberta this 28th day of September, 2015.




 (signed) Douglas H. Mitchell




Douglas H. Mitchell, CM, AOE, QC Chairman

 

 

About Northern Property REIT

NPR is primarily a multi-family residential real estate investor, providing a broad spectrum of rental accommodations across Canada. NPR's residential portfolio is comprised of a multi-family segment: apartments, town homes and single family rental units; and execusuites and hotels where the rental period ranges from a few days to several months. From its inception in May 2002, NPR focused on northern markets with attractive fundamentals, and where it had an existing presence and enjoyed strong market positions. In order to reduce its concentration risk and take advantage of growth opportunities elsewhere, NPR subsequently began expanding geographically by acquiring properties in Newfoundland and Labrador, and in select secondary markets in British Columbia, Alberta, Saskatchewan and Québec. NPR also has a portfolio of commercial buildings focused on government and quality corporate tenancies predominantly located in the Northwest Territories, Nunavut, and Newfoundland and Labrador. NPR is traded on the TSX under the ticker symbol: NPR.UN. Additional information concerning NPR is available at www.sedar.com or the REIT's website at www.npreit.com.

Non-GAAP and Additional GAAP Measures

Certain measures contained in this press 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 and to provide investors 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 second quarter 2015 Management's Discussion & Analysis for definitions of non-GAAP measures and additional GAAP measures, including FFO.

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 proposed transactions, near term prospects for value creation, FFO growth, increases in asset value, above guideline increases in rents, the high end renovation program, the sub-metering program, cap rates, FFO payout ratio, stability in financial results, and other statements that are not historical facts, which are also discussed at www.northviewreit.com.

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 customary closing conditions not being met, required regulatory, court, and unitholder approvals, risks of unexpected operating results, risks of 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 and most recent Annual Information Forms available on SEDAR at www.sedar.com.

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, except as required under applicable securities laws.

SOURCE Longview Communications



For further information: Investors: Kingsdale Shareholder Services, Toll-free: 1-877-657-5859, Outside North American: 416-867-2272, Email: contactus@kingsdaleshareholder.com; Todd Cook, President and Chief Executive Officer, (403) 531-3610; Robert Palmer, Chief Financial Officer, (403) 531-3545; Media: Joel Shaffer, Longview Communications, (416) 649-8006; Trevor Zeck, Longview Communications, (604) 694-6037

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