TORONTO, March 3, 2014 /CNW/ - Slate U.S. Opportunity (No. 1) Realty Trust (the "Trust") is pleased to announce that at a special meeting of unitholders (the "Meeting") held earlier today, unitholders overwhelmingly approved a special resolution related to the previously announced transaction (the "Combination Transaction") pursuant to which the Trust will, among other things, (i) acquire all of the assets of Slate U.S. Opportunity (No. 2) Realty Trust ("SUSO 2") and U.S. Grocery Anchored Retail (1A), (1B) and (1C) Limited Partnerships ("GAR") and (ii) list as a publicly traded real estate investment trust under the name "Slate Retail REIT" (the "REIT") on the Toronto Stock Exchange (the "TSX"). The Combination Transaction resolution was approved by 100% of the Class A Units, 100% of the Class I Units and 98.7% of the Class U Units voted in person or by proxy at the Meeting.
Also at the Meeting, unitholders approved the election of Colum Bastable as trustee of the Trust for a term expiring at the close of the next annual meeting of unitholders of the Trust. In respect of the election of Mr. Bastable, a total of 1,744,048 votes were cast in person or by proxy, with 1,724,748 votes (98.9%) cast for his election and 19,300 votes (1.1%) withheld.
Unitholders also approved an ordinary resolution providing for the adoption of a unitholder rights plan. 99.6% of the votes cast in person or by proxy at the Meeting were voted in favour of the adoption of the unitholder rights plan. The unitholder rights plan will be implemented in connection with the closing of the Combination Transaction.
"We are very pleased to have reached this milestone in our development in just three years after starting our investment program in U.S. grocery-anchored real estate," said Blair Welch, Partner of Slate Properties. "As Slate Retail REIT we will continue to act on the many opportunities we see in the market to grow a strong portfolio of cash-generating properties."
At a separate meeting held today, unitholders of SUSO 2 approved all required matters related to the Combination Transaction.
The Combination Transaction is expected to close in March 2014. In addition to approval by the unitholders of the Trust and SUSO 2 that were obtained today, the Combination Transaction is conditional upon receiving the approval of the unitholders of GAR, the Toronto Stock Exchange for the listing of the class U units of the Trust and receiving certain lender consents.
ABOUT SLATE U.S. OPPORTUNITY (NO. 1) REALTY TRUST
The Trust was established for the primary purpose of indirectly acquiring, owning and leasing a portfolio of diversified revenue-producing commercial real estate properties in the U.S. with a focus on anchored retail properties. The Trust indirectly owns a portfolio of 13 properties. Slate Properties Inc. ("Slate") is the manager of the Trust and is a Toronto-based commercial real estate investor and asset manager. Slate's founding partners have nearly two decades of experience in the industry managing complex real estate transactions in domestic and international markets. Since 2005, the company has acquired over C$2.3 billion of commercial real estate assets across North America. The company currently co-invests and manages various investment vehicles, including Slate U.S. Opportunity (No. 1) Realty Trust, Slate U.S. Opportunity (No. 2) Realty Trust, Slate U.S. Opportunity (No. 3) Realty Trust, a closed-end private fund focused on U.S. retail assets and owns and manages a portfolio of Canadian office properties with domestic institutional equity groups.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Trust to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Examples of such statements include statements regarding the anticipated closing date of the Combination Transaction. Such forward-looking statements are based on a number of assumptions that may prove to be incorrect, including, but not limited to, the ability of the Trust to satisfy the conditions necessary to complete the Combination Transaction, including the requirements of the Toronto Stock Exchange. There can be no assurances that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. These cautionary statements qualify all forward-looking statements attributable to the Trust and persons acting on its behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this press release and the Trust undertakes no obligation to update such statements except as required by law.
SOURCE: Slate U.S. Opportunity (No. 1) Realty Trust
For further information:
Visit our website at: www.slateproperties.ca
Or contact: Blair Welch, Chief Executive Officer, Tel: (416) 644-4267 or Brady Welch, Chief Financial Officer, Tel: (416) 644-4263