Sandpiper Nominates Five Highly Experienced Nominees to the Board of Artis REIT and Opposes Proposed Spin-Off

• Sandpiper requisitions special meeting and nominates five, highly qualified and TRULY independent nominees to the board of trustees of Artis REIT
• Sandpiper believes the proposed Artis retail REIT spin-off is a poorly conceived distraction, leaving Sandpiper no choice but to take action to prevent further value destruction
• Sandpiper and its principals have a proven track record of creating substantial unitholder value and look forward to bringing an independent unitholder-first approach to Artis REIT

VANCOUVER, BC, Oct. 1, 2020 /CNW/ - Sandpiper Group, together with its affiliates ("Sandpiper"), one of the largest owners of Artis REIT ("Artis" or the "REIT"), announced today that it has requisitioned a special meeting of Artis unitholders (the "Requisition") and intends to publish a presentation which details its concerns and plans for significant value creation at Artis.

Sandpiper has been involved in Artis for over three years and sees far more value than is currently reflected in the REIT's unit price. After patiently providing our support for three annual general meetings of unitholders, including the most recent AGM, we have concluded that for many reasons management and the board of trustees of Artis (the "Board") have failed all unitholders. We believe new and investor-aligned oversight is crucial and is the only solution to closing the persistent value gap and providing a catalyst for definitive action and positive long-term change at Artis. To that end, we have assembled a slate of five independent, highly qualified and motivated individuals who are fully prepared to explore all options to maximize unitholder value (biographical details are below in this news release) to replace Armin Martens, Edward Warkentin, Bruce Jack, Victor Thielmann and Wayne Townsend as trustees of the REIT. Given Sandpiper's nominees' collective range of real estate, operations and capital markets experience and their commitment to corporate governance best practices, we are confident these candidates are best suited to revitalize the REIT and deliver superior returns to all unitholders.

Sandpiper Opposes Proposed Artis Retail REIT Spin-Off

The proposed retail REIT spin-off is yet another misguided move by an entrenched Board and management team to distract unitholders from their persistent failures and chronic underperformance. The spin-off is high-risk and comes at a time when retail is facing significant headwinds and public retail real estate entities are trading at significant discounts to their underlying value.

What the proposed retail REIT means for Artis' unitholders:

• Artis Retail REIT unitholders will own an orphaned REIT with limited growth potential: Artis Retail REIT will be a small-cap, externally managed retail REIT with assets in Alberta, Manitoba and Saskatchewan.
  
  
• An illiquid, out-of-favour retail REIT: Given the current market environment, the public market is not likely to place a high value on this new Western Canadian retail REIT. Additionally, many institutional unitholders will likely sell their Artis Retail REIT units upon
  spin-off because it is too small to qualify for any notable index inclusion. We believe that more than 10% of units outstanding will be sold based on investment mandates and create a material overhang on the unit price.
  
  
• A smaller diversified REIT plus an insignificant retail REIT: The proposed retail spin-off will convert Artis REIT into a smaller diversified REIT PLUS a troubled retail REIT. Unitholders want a clean, outright sale of these retail assets in a prudently strategic manner, NOT a spin-off.

Sandpiper urges unitholders to REJECT the proposed retail spin-off.

Sandpiper's Highly Qualified, Independent Nominees

For the benefit of all unitholders, we have nominated a talented slate of trustees to the Artis Board. Sandpiper's nominees are independent, highly qualified, and well respected individuals with experience in real estate, corporate governance, strategic oversight and capital allocation. Unitholders deserve an aligned Board that will shift the power away from the Winnipeg-dominated incumbent Martens family-centric regime that has overseen a prolonged period of underperformance and poor corporate governance, and towards the interest of all unitholders. It is time to hold management and the Board accountable. That is why we are nominating five NEW independent nominees to the Board with high-performance track records, impeccable credentials, and proven ability to create value: 

Heather-Anne Irwin

• 17-year career on Bay Street, covering equity capital markets, debt capital markets and investment banking
• Instrumental in the InnVest REIT activism and ultimate sale in 2018
• Very strong financial acumen with experience serving on Audit Committees as well as Risk Management, Corporate Governance and Compensation Committees
• Executive Director of the Canadian Securities Institute Research Foundation and is Academic Director, Master of Financial Risk Management and Adjunct Professor of Finance at Rotman School of Management
• Director of the Ontario Finance Authority, advisory member of Sionna Investment Management, and serves on the Independent Review Committee of Starlight Investment Capital
• Founding President of and advisor to Women in Capital Markets

Samir Manji

• Broad private and public company experience with a focus on real estate and capital markets
• Founded and successfully sold Amica Senior Lifestyles (formerly Amica Mature Lifestyles Inc.) (TSX:ACC) in 2015 to Ontario Teachers' Pension Plan
• Founder and CEO of Sandpiper Group
• Strong emphasis on value creation through rigorous due diligence, and constructive and collaborative engagement
• Involved in over $3 billion in hospitality, seniors housing and multi-family residential real estate transactions
• Serves on the board of Extendicare Inc. (TSX:EXE)
• Former trustee of Granite REIT (TSX:GRT.UN)

Mike Shaikh, CPA, CA

• Extensive public and private board experience and experience in finance, oil and gas operations and mergers and acquisitions
• Previously Director of the Alberta Securities Commission and Chair of the Calgary Police Commission
• Chartered Professional Accountant, CA having run an accounting practice for over 30 years
• Served as director of Amica Senior Lifestyles Inc. (formerly Amica Mature Lifestyles Inc.), Spyglass Resources Corp., Hawk Exploration Ltd., Provident Energy Trust
• Served as chair of numerous audit committees and as a member of numerous compensation and corporate governance committees, special committees, and investment committee – Has served as lead director on several boards

Aida Tammer, CFA, ICD.D

• Over 30 years of experience in the capital markets, corporate governance, and real estate investment space, having advised on numerous REIT IPO and M&A transactions, debt and equity offerings and property trades totaling over $30 billion
• Held senior positions with CIBC World Markets (1998-2009)
• Vast board experience in the Canadian REIT sector, serving on the board of Agellan Commercial REIT, Tricon Residential Inc. (formerly Tricon Capital Group) and Healthlease Properties REIT
• Strong financial acumen and has served on several audit committees and has served as compensation, nominating and corporate governance committee chair
• Aida is a member of the Institute of Corporate Directors

Lis Wigmore

• Over 30 years of real estate experience and governance expertise
• Partner with Hillsdale Investment Management Inc., a $3 billion private money manager for institutional clients
• Proven track record of strategic leadership, operational efficiency and value creation having served on the special committee of Pure Industrial REIT which negotiated sale to Blackstone (27% premium)
• Public board experience includes trustee of Pure Industrial REIT and Invesque Inc.
• Senior leadership experience in operations and corporate strategy (COO of Ipc US REIT)

Sandpiper is grateful to these independent nominees for their willingness to devote their time and energy to this effort and to Artis' future and looks forward to formally presenting  its concerns and plan to all fellow Artis unitholders in the days ahead.

INFORMATION CONCERNING THE CONCERNED UNITHOLDER NOMINEES

As set out in the Requisition, Sandpiper has nominated Samir Manji, Aida Tammer, Heather-Anne Irwin, Lis Wigmore and Mike Shaikh (the "Concerned Unitholder Nominees") to serve as new independent trustees to the Board until the next annual meeting of unitholders, or until their successors are elected or appointed in accordance with applicable law. The table below sets out, in respect of each Concerned Unitholder Nominee, his or her name, province and country of residence and his or her principal occupation, business or employment within the five preceding years.

Name, Province or State and Country of Residence	Present Principal Occupation, Business or Employment and Principal Occupation, Business or Employment During the Preceding Five Years
Heather-Anne Irwin Ontario, Canada	Adjunct Professor of Finance at Rotman School of Management, University of Toronto from 2002 to present; Executive Director & Secretary at the Canadian Securities Institute Research Foundation from 2003 to present
Samir Manji British Columbia, Canada	Founder and CEO of Sandpiper from September 2016 to present; formerly the Chairman and Founder of Amica Mature Lifestyles Inc. (the "Company") up until the sale of the Company in December 2015
Mike Shaikh Alberta, Canada	Chartered Accountant; Corporate Director on various public company and for-profit boards from 1982 to present
Aida Tammer Ontario, Canada	Corporate Director, real estate investor and consultant from 2010 to present; Trustee of Agellan Commercial REIT board from 2017 to 2019
Lis Wigmore Ontario, Canada	Partner at Hillsdale Investment Management Inc. from 2011 to present; Vice Chair of the board, Chair of Governance, member of Executive Committee for Fred Victor from 2013 to present; member of the board of directors of Pinchin Ltd. from 2018 to present; member of the board of directors of Invesque Inc. from 2018 to 2019; member of the board of trustees of Pure Industrial REIT from 2017 to 2018

Other Boards of Reporting Issuers

As at the date hereof, Samir Manji is a director of Extendicare Inc. (TSX:EXE). No other Concerned Unitholder Nominee is currently a director or trustee of any other reporting issuer.

Other Information Concerning the Concerned Unitholders Nominees

To the knowledge of Sandpiper, no Concerned Unitholder Nominee is, at the date hereof, or has been, within ten (10) years before the date hereof: (a) a director, chief executive officer or chief financial officer of any company that (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than thirty (30) consecutive days (each, an "order"), in each case that was issued while the Concerned Unitholder Nominee was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the Concerned Unitholder Nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (b) a director or executive officer of any company that, while such Concerned Unitholder Nominee was acting in that capacity, or within one (1) year of such Concerned Unitholder Nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) someone who became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such Concerned Unitholder Nominee.

To the knowledge of Sandpiper, as at the date hereof, no Concerned Unitholder Nominee has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation, or by a securities regulatory authority, or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a Concerned Unitholder Nominee.

To the knowledge of Sandpiper, none of the directors or officers of Sandpiper, or any associates or affiliates of the foregoing, or any of the Concerned Unitholder Nominees or their respective associates or affiliates, has: (a) any material interest, direct or indirect, in any transaction since the commencement of the Trust's most recently completed financial year or in any proposed transaction which has materially affected or will materially affect the Trust or any of its subsidiaries; or (b) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting, other than the re-constitution of the Board.

Additional Information

The information contained in this news release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws.  Although Sandpiper has requisitioned a meeting of unitholders (the "Meeting"), there is currently no record or meeting date and unitholders are not being asked at this time to execute a proxy in favour of the Concerned Unitholder Nominees or any other resolutions set forth in the Requisition. In connection with the Meeting, Sandpiper may file a dissident information circular (the "Information Circular") in due course in compliance with applicable securities laws.

Notwithstanding the foregoing, Sandpiper is voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with securities laws applicable to public broadcast solicitations. 

This news release and any solicitation made by Sandpiper in advance of the Meeting is, or will be, as applicable, made by Sandpiper and not by or on behalf of the management of Artis. All costs incurred for any solicitation will be borne by Sandpiper, provided that, subject to applicable law, Sandpiper may seek reimbursement from Artis of Sandpiper's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Board.

Sandpiper is not soliciting proxies in connection with the Meeting at this time, and unitholders are not being asked at this time to execute proxies in favour of the Concerned Unitholder Nominees (in respect of the Meeting) or any other resolution set forth in the Requisition. Proxies may be solicited by Sandpiper pursuant to an information circular sent to unitholders after which solicitations may be made by or on behalf of Sandpiper, by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, and in person by directors, officers and employees of Sandpiper, who will not be specifically remunerated therefor. Sandpiper may also solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws. Sandpiper may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of Sandpiper.

Sandpiper has retained Gryphon Advisors ("Gryphon") to assist Sandpiper in soliciting unitholders should Sandpiper commence a formal solicitation of proxies. Gryphon's responsibilities will principally include advising Sandpiper on governance best practices, where applicable, liaising with proxy advisory firms, developing and implementing unitholder communication and engagement strategies, and advising with respect to meeting and proxy protocol.

Sandpiper is not requesting that Artis unitholders submit a proxy at this time. Once Sandpiper has commenced a formal solicitation of proxies in connection with the Meeting, proxies may be revoked by instrument in writing by the unitholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law, the declaration of trust of Artis. None of Sandpiper or, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, (i) in any transaction since the beginning of Artis' most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Artis or any of its subsidiaries; or (ii) by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting, other than the election of trustees to the Board.

Artis' principal office address is Suite 600 – 220 Portage Avenue, Winnipeg, Manitoba R3C 0A5. A copy of this news release may be obtained on Artis' SEDAR profiles at www.sedar.com.

ADVISORS
Sandpiper has retained Gryphon Advisors Inc. as its strategic shareholder services advisor. The Special Situations Group at Norton Rose Fulbright Canada LLP is acting as legal counsel.

ABOUT SANDPIPER GROUP
Sandpiper is a Vancouver-based private equity firm focused on investing in real estate through direct property investments and public securities. For more information about Sandpiper, visit www.sandpipergroup.ca.

SOURCE Sandpiper Group

Alyssa Barry, Vice President, Capital Markets and Communications, Sandpiper Group, Phone: [phone], Email: [email protected]

Related Links

http://www.sandpipergroup.ca/