Allied Properties REIT (“Allied”) (TSX:AP.UN) announced today that
it has solicited consents and proxies from holders
(“Debentureholders”) of its 3.636% Series C Senior Unsecured
Debentures due April 21, 2025 (“Series C Debentures”), 3.394%
Series D Senior Unsecured Debentures due August 15, 2029 (“Series D
Debentures”), 3.113% Series E Senior Unsecured Debentures due April
8, 2027 (“Series E Debentures”), 3.117% Series F Senior Unsecured
Debentures due February 21, 2030 (“Series F Debentures”), 3.131%
Series G Senior Unsecured Debentures due May 15, 2028 (“Series G
Debentures”), 1.726% Series H Senior Unsecured Debentures due
February 12, 2026 (“Series H Debentures”) and 3.095% Series I
Senior Unsecured Debentures due February 6, 2032 (“Series I
Debentures” and, together with the Series C Debentures, Series D
Debentures, Series E Debentures, Series F Debentures, Series G
Debentures and Series H Debentures, collectively, the “Debentures”
and each, a “Series”) in order to approve the proposed amendments
(the “Debenture Amendments”) to the trust indenture governing the
Debentures between Allied and Computershare Trust Company of
Canada, as debenture trustee (the “Debenture Trustee”), dated as of
May 13, 2015 (as amended or supplemented from time to time, the
“Indenture”).
Debentureholders representing over 66 2/3% of
the aggregate principal amount of each of the Series D Debentures,
Series E Debentures, Series F Debentures, Series G Debentures,
Series H Debentures and Series I Debentures have provided consent
in favour of an extraordinary resolution approving the Debenture
Amendments. The meeting of Debentureholders scheduled for June 1,
2023, will be cancelled with respect to all such Series.
A meeting of holders of the Series C Debentures
will be held at the offices of Aird & Berlis LLP, 181 Bay
Street, Suite 1800, Brookfield Place, Toronto ON M5J 2T9, on
Thursday, June 1, 2023, at 10:00 a.m. (Eastern time) (the
“Meeting”), at which the holders of Series C Debentures will be
asked to consider and, if deemed appropriate, to adopt an
extraordinary resolution approving the Debenture Amendments.
The Debenture Amendments are described in
Allied’s consent and proxy solicitation statement dated May 5, 2023
(the “Solicitation Statement”), which was delivered to
Debentureholders of record as of the close of business on May 1,
2023, and is available at www.sedar.com.
The Debenture Amendments were proposed in
connection with Allied’s planned conversion from a “closed-end”
trust to an “open-end” trust and certain amendments to Allied’s
amended and restated declaration of trust dated May 3, 2022 (the
“Declaration of Trust”), as set out in the Solicitation Statement
and the management information circular of Allied dated March 21,
2023, which is available at www.sedar.com.
In compliance with the conditions contained in
the Indenture, and subject to approval of the Debenture Amendments
by the holders of the Series C Debentures at the Meeting, Allied
and the Debenture Trustee intend to execute and deliver a
supplemental indenture to give effect to the Debenture Amendments
(the “Supplemental Indenture”), at which time the Debenture
Amendments will become effective and binding on all
Debentureholders.
Allied has applied for an advance income tax
ruling (the “Tax Ruling”) from the Canada Revenue Agency (“CRA”) to
confirm that no material adverse tax consequences would arise to
either Allied or its unitholders as a result of the conversion of
Allied to an open-end trust and certain other amendments to the
Declaration of Trust. In addition to the approval of unitholders
obtained on May 2, 2023, the proposed conversion to an open-end
trust is conditional on Allied having received a satisfactory Tax
Ruling from CRA. The Debenture Amendments will not be implemented
unless Allied receives a satisfactory Tax Ruling from CRA and
resolves to complete its conversion to an open-end trust.
Subject to the satisfaction or waiver of certain
payment conditions described in the Solicitation Statement, Allied
will pay a consent fee of $0.10 for each $1,000 principal amount of
Debentures (the “Consent Fee”) to each eligible Debentureholder who
responded to the consent solicitation and provided timely and valid
consent and voting instructions. The Consent Fee will not be paid
unless Allied and the Debenture Trustee enter into the Supplemental
Indenture to give effect to the Debenture Amendments.
Cautionary Statements
This press release may contain forward-looking
statements with respect to (i) Allied, (ii) its operations,
strategy, financial performance and condition, (iii) the Meeting,
(iv) the conversion of Allied from a closed-end trust to an
open-end trust and (v) the implementation of the Debenture
Amendments. These statements generally can be identified by use of
forward-looking words such as “may”, “will”, “expect”, “estimate”,
“anticipate”, “intends”, “believe” or “continue” or the negative
thereof or similar variations. The actual results and performance
of Allied discussed herein could differ materially from those
expressed or implied by such statements. Such statements are
qualified in their entirety by the inherent risks and uncertainties
surrounding future expectations. Important factors that could cause
actual results to differ materially from expectations include,
among other things, general economic and market conditions,
competition, changes in government regulations and the factors
described under “Risk Factors” in Allied’s most recent Annual
Information Form, which is available at www.sedar.com. These
cautionary statements qualify all forward-looking statements
attributable to Allied and persons acting on Allied’s behalf.
Unless otherwise stated, all forward-looking statements speak only
as of the date of this press release and the parties have no
obligation to update such statements.
About Allied
Allied is a leading operator of distinctive
urban workspace in Canada’s major cities and network-dense UDC
space in Toronto. Allied’s mission is to provide knowledge-based
organizations with workspace and UDC space that is sustainable and
conducive to human wellness, creativity, connectivity and
diversity. Allied’s vision is to make a continuous contribution to
cities and culture that elevates and inspires the humanity in all
people.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Cecilia C. Williams, President and Chief Executive Officer(416)
977-9002cwilliams@alliedreit.com
Nanthini Mahalingam, Senior Vice President and Chief Financial
Officer(416) 977-9002nmahalingam@alliedreit.com
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