H&R Unitholders Approve Improved Governance Practices and Elect Stephen Sender as New H&R Trustee
Jun 17, 2016, 16:54 ET
TORONTO, June 17, 2016 /CNW/ - H&R Real Estate Investment Trust ("H&R REIT") and H&R Finance Trust (together, "H&R") (TSX: HR.UN; HR.DB.D, HR.DB.E and HR.DB.H) are pleased to announce today that unitholders of H&R approved certain amendments to the respective declarations of trust of H&R REIT and H&R Finance Trust. The amendments are intended to further align the declarations of trust with evolving governance best practices. In particular, H&R will be granting rights and remedies to unitholders to provide to investors protections comparable to those provided to shareholders of corporation entities under the Canada Business Corporations Act. These include an oppression remedy, dissent and appraisal rights and a mechanism for submitting unitholder proposals, as described in detail in the management information circular dated May 6, 2016 for the joint annual and special meetings of unitholders of H&R (the "Circular") held June 17, 2016 (the "Meetings").
In addition, unitholders approved a resolution to increase the size of the board of trustees of H&R REIT from five trustees to six trustees, and have elected Stephen Sender and each of the incumbent trustees of H&R REIT. The trustees received the following number of votes "FOR": Thomas Hofstedter, 161,344,245; Robert Dickson, 155,308,545; Edward Gilbert, 159,143,900; Laurence Lebovic, 89,822,036; Ronald Rutman, 159,667,430; and Stephen Sender, 161,640,832. The total number of units and special voting units represented by unitholders present in person or by proxy at the H&R REIT meeting was 162,822,859 representing 55.96% of H&R REIT's outstanding units and special voting units.
Unitholders also elected each of the incumbent trustees of H&R Finance Trust up for election. The trustees received the following number of votes "FOR": Marvin Rubner, 151,390,038; Stephen Gross, 151,919,206; and Neil Sigler, 151,388,340. The total number of units represented by unitholders present in person or by proxy at the H&R Finance Trust meeting was 152,737,359 representing 54.26% of H&R Finance Trust's outstanding units. Pursuant to H&R Finance Trust's Declaration of Trust, Thomas Hofstedter was also appointed by H&R REIT as a trustee of H&R Finance Trust.
All other matters set out in the Circular were approved by the requisite majority of the unitholders at the Meetings. Final results on all matters voted at the Meetings will be filed shortly with the Canadian securities regulators.
About H&R REIT and H&R Finance Trust
H&R REIT is Canada's largest diversified real estate investment trust with total assets of approximately $14.6 billion as at March 31, 2016. H&R REIT is a fully internalized real estate investment trust and has ownership interests in a North American portfolio of high quality office, retail, industrial and residential properties comprising over 47 million square feet.
H&R Finance Trust is an unincorporated investment trust, which primarily invests in notes issued by a U.S. corporation which is a subsidiary of H&R REIT. The current note receivable balance is U.S. $220.4 million. In 2008, H&R REIT completed an internal reorganization which resulted in each issued and outstanding H&R REIT unit trading together with a unit of H&R Finance Trust as a "Stapled Unit" on the Toronto Stock Exchange.
Certain statements in this news release contain forward-looking information within the meaning of applicable securities laws (also known as forward-looking statements). These forward-looking statements include, but are not limited to H&R's plans, objectives, expectations and intentions, including H&R's expectations regarding future developments in corporate governance matters, the expansion of the board and statements contained in this release that are not historical facts. Such forward-looking statements reflect H&R's current beliefs and are based on information currently available to management. These statements are not guarantees of future performance and are based on H&R's estimates and assumptions that are subject to risks and uncertainties, including those discussed in H&R's materials filed with the Canadian securities regulatory authorities from time to time, which could cause the actual results and performance of H&R to differ materially from the forward-looking statements contained in this news release.. Although the forward-looking statements contained in this news release are based upon what H&R believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. All forward-looking statements in this news release are qualified by these cautionary statements. These forward-looking statements are made as of today and H&R, except as required by applicable law, assumes no obligation to update or revise them to reflect new information or the occurrence of future events or circumstances.
SOURCE H&R Real Estate Investment Trust
For further information: Additional information regarding H&R REIT and H&R Finance Trust is available at www.hr-reit.com and on www.sedar.com. For more information, please contact Larry Froom, Chief Financial Officer, H&R REIT, 416-635-7520, or e-mail [email protected]
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