Starlight Group Exchanges Partnership Units Into Freely Tradeable TSX- Listed Units of Northview Apartment REIT

/NOT FOR DISTRIBUTION IN THE U.S. OR OVER U.S. NEWSWIRES./

TORONTO, Dec. 3, 2019 /CNW/ - Starlight Group Property Holdings Inc. ("Starlight") announced today that Starlight together with entities controlled by Mr. Daniel Drimmer has exercised exchange rights with respect to certain exchangeable limited partnership units of subsidiary limited partnerships of Northview Apartment Real Estate Investment Trust ("Northview") in order to convert such units into an aggregate of 6,577,637 trust units of Northview (the "Northview Units").  The exchange has the effect of converting Starlight's and Mr. Drimmer's ownership into ownership of freely tradeable TSX-listed Northview Units rather than limited partnership units in private subsidiary limited partnerships.  The exchange does not change the number of votes of Northview controlled by Starlight and Mr. Drimmer due to the corresponding redemption of special voting units of Northview in connection with the exchange.

The exchange rights were exercised by Starlight Group Property Holdings Inc., D.D. Acquisitions Partnership, DD Naples Partnership, Drimmer Holdings Ltd., Green-Starlight LP, MS Naples Partnership, Mustang DDAP Partnership, Mustang-Master LP, Red-Starlight LP, Yellow-Starlight LP (each of which has a head office at 3280 Bloor Street West, Suite 1400, Centre Tower, Toronto, ON M8X 2X3) (collectively, the "Acquiror"). Northview's head office is located at 200, 6131- 6th Street SE, Calgary, Alberta T2H 1L9.

Effective December 2, 2019, the Acquiror exchanged certain exchangeable limited partnership units of subsidiary limited partnerships of Northview ("Exchangeable Units") owned by the Acquiror and received in exchange therefor 6,577,637 freely tradeable TSX-listed Northview Units (the "Exchange").  The Exchange was effected in accordance with the terms of the Exchangeable Units and the terms and conditions of the Amended and Restated Exchange Agreement, dated May 31, 2019, among Starlight, Northview and certain subsidiaries of Northview (the "Exchange Agreement"). The Acquiror paid no additional consideration for the issuance of the Northview Units.

In connection with the Exchange described above, the Acquiror was deemed to have redeemed that number of special voting units of Northview ("Special Voting Units") corresponding to the number of Northview Units into which the Exchangeable Units were exchanged.

As a result of the Exchange, the Acquiror has (i) increased its beneficial ownership of Northview Units from 3.9% to 13.4% of the total outstanding Northview Units, (ii) decreased its beneficial ownership of the Exchangeable Units, in the aggregate, from 75.3% to 0% of the total outstanding Exchangeable Units in the aggregate and on an as-converted basis, and (iii) decreased its beneficial ownership of Special Voting Units from 75.3% to 0% of the total outstanding Special Voting Units.

Prior to the Exchange, the Acquiror beneficially owned: (i) 2,344,396 Northview Units representing 3.9% of all outstanding Northview Units, (ii) Exchangeable Units exchangeable for 6,577,637 Northview Units, representing 75.3% of the total outstanding Exchangeable Units in the aggregate on an as-converted basis, and (iii) 6,577,637 Special Voting Units representing 75.3% of all outstanding Special Voting Units.

After giving effect to the Exchange, the Acquiror beneficially owns 8,922,033 Northview Units representing 13.4% of all outstanding Northview Units, and no Exchangeable Units, and no Special Voting Units.

The percentage calculations were based upon information regarding the total issued and outstanding securities of Northview publicly provided by Northview as of September 30, 2019.

In accordance with Northview's Declaration of Trust, Northview is required to pay a cash redemption price for the redemption of the Acquiror's Special Voting Units of $0.001 per unit, or an aggregate of $6,577.64. 

The Acquiror effected the Exchange for the purposes of year-end tax planning by the Acquiror.

The Acquiror reviews its holdings in Northview on a continuing basis and as part of this ongoing review, evaluates various alternatives that are or may become available with respect to Northview and its securities. The Acquiror may from time to time and at any time, in its sole discretion, dispose or cause to be disposed Northview Units, or acquire or cause to be acquired, additional Northview Units or other equity or debt securities or other instruments of Northview, its subsidiaries or affiliates, in any amount that the Acquiror may determine in its sole discretion, through open market transactions, privately negotiated transactions or otherwise.

For further information and to obtain a copy of the early warning report to be filed under applicable Canadian securities laws in connection with the foregoing matters, please see Northview's profile on SEDAR at www.sedar.com.

SOURCE Starlight Group Property Holdings Inc.

For further information: Starlight Group Property Holdings Inc., 3280 Bloor Street West, Suite 1400, Centre Tower,Toronto, ON, M8X 2X3, [phone]