CALGARY, June 22, 2012 /CNW/ - NorSerCo Inc. (the "Company") has called a Special Meeting (the "Meeting") of its shareholders for July 13, 2012, 11:00 a.m. Mountain Standard Time, at the offices of Northern Property Real Estate Investment Trust, 110, 6131 - 6 Street SE, Calgary, Alberta.
At the Meeting, the Company's shareholders will be asked to consider and, if thought fit, approve:
|(a)||a special resolution approving the sale of all or substantially all of the property of the Company to Northern Property Real Estate Investment Trust (the "Trust") or NPR Limited Partnership, which is substantially owned by the Trust;|
|(b)||an ordinary resolution approving the separation of the stapled units, which consist of common shares of the Company and units of the Trust; and|
|(c)||a special resolution approving the voluntary liquidation and dissolution of the Company.|
The proposed resolutions are required to mitigate the double taxation caused by various proposed changes to tax legislation by the Minister of Finance. Details of the impact of the proposed changes to tax legislation are included in the Company's management information circular.
Shareholders of the Company are encouraged to read the management information circular, dated June 13, 2012, which contains a detailed description of the matters to be considered at the Meeting. The management information circular has been delivered to shareholders and will be available on the system for electronic document analysis and retrieval ("SEDAR") at www.sedar.com.
The board of directors of the Company unanimously recommends that shareholders vote in favour of the resolutions set out in the notice of meeting accompanying the management information circular. The proposed actions will have no material impact on the Shareholders as they will have continued ownership of the property indirectly through their investment in Northern Property REIT Units.
The Company operates income producing properties located in the Northwest Territories, Nunavut and Newfoundland and Labrador. These properties are leased from NPR Limited Partnership. The Company's common shares trade together on the Toronto Stock Exchange with the units of the Trust as "stapled units".
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This news release contains forward-looking information relating to the proposed sale of all or substantially all of the property of the Company to the Trust or NPR Limited Partnership; the proposed separation of the stapled units, consisting of common shares of the Company and units of the Trust; the proposed voluntary liquidation and dissolution of the Company; the distribution of the Company's net assets; and the enactment of proposed changes to the tax treatment of trusts and other entities that have issued publicly listed stapled securities and the effect of these proposals on the Company, the Trust and NPR Limited Partnership. This information is not a guarantee of future performance and is based on the Company's estimates and assumptions, which are subject to risks and uncertainties, including those described under "Risk Factors" in the Trust's Annual Information Form dated March 30, 2012, and the management information circular dated June 13, 2012, which could cause the actual results and performance of the Company to differ materially from the forward-looking information contained in this news release. Those risks and uncertainties include, among other things, risks related to: the sale of the Company's business to the Trust or NPR Limited Partnership; the making of distributions to shareholders in connection with the proposed liquidation and dissolution of the Company; the approval of the resolutions set out in the notice of meeting accompanying the management information circular by the Company's shareholders; the exercise of dissent rights by dissenting shareholders; and changes to the proposed changes to the tax treatment of trusts and other entities that have issued publicly listed stapled securities. Actual outcomes and results may differ materially from those expressed in this forward-looking information. Readers, therefore, should not place undue reliance on any such forward-looking information. Forward-looking information speaks only as of the date on which such information is provided. Except as required under Canadian securities laws, we undertake no obligation to publicly update any such information, to reflect new information or the occurrence of future events or circumstances.
For further information:
Mr. David Leiman, Chief Financial Officer