- First Capital’s Optimization Plan is the Best Plan to Unlock
and Maximize Value Today
- Unitholders and Analysts are Overwhelmingly Supportive of First
Capital’s Optimization Plan
- First Capital has a Refreshed and Strengthened Board of
Independent and Qualified Trustees
- Unitholders are Urged to Vote the
BLUE Proxy in Support of the Refreshed Board
of First Capital
Questions? Need Help? Contact Kingsdale
Advisors at 1-888-379-3955 or
contactus@kingsdaleadvisors.com
First Capital REIT (“First Capital” or the “REIT”)
(TSX: FCR.UN) today announced that it has filed its management
information circular (the “Circular”) and related proxy
materials in connection with its annual and special meeting (the
“Meeting”) of unitholders (the “Unitholders”) to be
held on March 28, 2023, at 10:00 a.m. (Toronto time), in a hybrid
format in Toronto, Ontario and virtually via live webcast.
The proxy materials present compelling reasons for Unitholders
to vote their BLUE Proxy in favour of First Capital’s
recommended and refreshed board of trustees (the “Board”).
The letter to unitholders and related proxy materials also explains
in detail why unitholders should WITHHOLD their votes on Sandpiper
and Artis’ (the “Sandpiper Group”) four nominees, who are
beholden to Samir Manji and the Sandpiper Group and intent on
pursuing the Sandpiper Group’s short term and self-interested
agenda. A copy of the letter is available at www.protectyourFCR.ca
and has been filed on SEDAR.
Right Plan, Right Team.
First Capital has an independent, qualified Board that is
committed to acting in the best interests of ALL unitholders. First
Capital’s recommended and refreshed Board includes its highly
regarded new Chair, Paul Douglas, new additions Ira Gluskin and
Richard Nesbitt, as well as incumbents Adam Paul, the REIT’s
President and Chief Executive Officer, Leonard Abramsky, Sheila
Botting, Ian Clarke, Annalisa King and Al Mawani. In addition,
Dayna Gibbs will stand for election following the retirement from
the Board of Andrea Stephen, who has decided not to stand for
re-election. Ms. Gibbs was the Chief Operating Officer of Summit
Industrial Income REIT, prior to its recent privatization, and has
in depth industry expertise with over two decades of real estate,
finance, governance and capital markets experience. Ms. Gibbs is a
seasoned governance professional, having served on and chaired
numerous committees for public, private, and not-for-profit boards.
Since 2018, seven of the ten trustees at First Capital, including
the Chair, have joined the Board as part of our ongoing refreshment
efforts.
“I want to thank Andrea on behalf of the entire Board for her
significant contributions to First Capital,” said Paul Douglas,
Chair of the Board of First Capital REIT. Mr. Douglas continued,
“We are confident that we have the right plan and the right team to
continue to drive and unlock value within our exceptional
portfolio. Our highly qualified and independent nominees have the
skills, experience and fresh perspective that First Capital needs.
Sandpiper and Artis have a conflicted and self-interested agenda
that will disrupt the value creation that is underway at First
Capital. We urge all unitholders to carefully review the materials
we filed today that set out the clear and unequivocal case to
support First Capital’s trustee nominees who will protect and drive
value for all unitholders.”
Sandpiper Group’s Track Record is a Clear Risk to First
Capital’s Unitholders
The Sandpiper Group has shown that it cannot be trusted to act
in the best interests of all unitholders and has a clear track
record of implementing a self-serving agenda. Mr. Manji, CEO of
both Sandpiper and Artis, promised Artis’ unitholders that he would
halt all related party transactions but then did the exact opposite
by hiring his own firm, Sandpiper, to manage the REITs investments.
Since taking control of Artis in December 2020, Sandpiper has
transformed Artis into a hedge fund without unitholder consent by
transitioning from a diversified REIT into an investor in real
estate securities for which Sandpiper collects fees. This type of
self-dealing has seen Samir Manji and his firm Sandpiper receive
millions in fees and compensation while unitholders have seen the
value of their Artis units drop by more than 30% and the discount
to net asset value widen to approximately 50%.
First Capital unitholders are right to question whether Samir
Manji would bring this pattern of self-dealing, poor governance and
value destruction to First Capital if given the chance. Now more
than ever, it is important to have a Board that is committed to
unlocking value for all unitholders and to prevent the Sandpiper
Group from creating a false sense of urgency to serve their own
self-interest at the expense of Unitholders.
Protect Your Investment. Vote Your BLUE Proxy Today.
Unitholders are urged to vote only their BLUE Proxy or
BLUE Voting Instruction Form:
- FOR the election of: Paul
Douglas, Adam Paul, Leonard Abramsky, Sheila Botting, Ian Clarke,
Dayna Gibbs, Ira Gluskin, Annalisa King, Al Mawani and Richard
Nesbitt.
- WITHOLD on the four (4)
nominees beholden to Sandpiper and Artis who are intent on pursuing
a short-term agenda to benefit Sandpiper and Artis to the detriment
of other unitholders.
VOTE FOR THE RIGHT PLAN AND THE RIGHT TEAM. PROTECT YOUR
INVESTMENT IN FIRST CAPITAL FROM A SELF-SERVING ACTIVIST.
Vote your BLUE Proxy or BLUE Voting Information
Form well in advance of the proxy-cut off deadline at 10:00 a.m.
(Toronto time) on March 24, 2023.
The Circular provides important information on the business of
the meeting, including First Capital’s recommended and refreshed
Board, as well as related matters such as voting procedures and how
to attend the Meeting in person or virtually. Unitholders are urged
to read the Circular carefully and in its entirety. The Circular is
available on First Capital’s website at www.protectyourFCR.ca and
under the REIT’s profile on SEDAR at www.sedar.com.
Unitholders who have questions or need
assistance voting their units should contact First Capital’s
strategic shareholder advisor and proxy solicitation agent,
Kingsdale Advisors, at 1-888-370-3955 (toll-free within North
America) or at 1-416-867-2272 (outside of North America) or by
email at contactus@kingsdaleadvisors.com
Advisors
Kingsdale Advisors is acting as strategic shareholder advisor to
First Capital. Gagnier Communications is acting as communications
advisor to First Capital. Stikeman Elliott LLP is acting as legal
counsel to the Board. RBC Capital Markets is acting as financial
advisor to First Capital.
About First Capital REIT (TSX: FCR.UN)
First Capital owns, operates and develops grocery-anchored,
open-air centres in neighbourhoods with the strongest demographics
in Canada.
FORWARD-LOOKING STATEMENT ADVISORY
This press release contains forward-looking statements and
information within the meaning of applicable securities law,
including but not limited to the anticipated execution and impact
of the Optimization Plan and the Meeting and related matters. These
forward- looking statements are not historical facts but, rather,
reflect First Capital’s current expectations and are subject to
risks and uncertainties that could cause the outcome to differ
materially from current expectations. Such risks and uncertainties
include, among others, general economic conditions; tenant
financial difficulties, defaults and bankruptcies; increases in
operating costs, property taxes and income taxes; First Capital’s
ability to maintain occupancy and to lease or release space at
current or anticipated rents; development, intensification and
acquisition activities; residential development, sales and leasing;
risks in joint ventures; environmental liability and compliance
costs and uninsured losses; and risks and uncertainties related to
the impact of the ongoing pandemic, epidemics or other outbreaks on
First Capital which are described in First Capital’s MD&A for
the year ended December 31, 2022 under the heading “Risks and
Uncertainties - Ongoing Pandemic, Epidemics or New Outbreaks”.
Additionally, forward- looking statements are subject to those
risks and uncertainties discussed in First Capital’s MD&A for
the year ended December 31, 2022, and in its current Annual
Information Form. Readers, therefore, should not place undue
reliance on any such forward-looking statements. First Capital
undertakes no obligation to publicly update any such
forward-looking statement or to reflect new information or the
occurrence of future events or circumstances except as required by
applicable securities law. All forward-looking statements in this
press release are made as of the date hereof and are qualified by
these cautionary statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230301005449/en/
For further information:
Adam Paul President & CEO (416) 216-2081
adam.paul@fcr.ca
Neil Downey Executive Vice President, Enterprise Strategies
& CFO (416) 530-6634 neil.downey@fcr.ca
Unitholders: Kingsdale Advisors 1-888-370-3955 (toll-free within
North America) 1-416-867-2272 (outside of North America)
contactus@kingsdaleadvisors.com
Media Contact: Dan Gagnier Gagnier Communications +1 646
569-5897 FirstCapital@gagnierfc.com
www.fcr.ca TSX: FCR.UN
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