KILLAM APARTMENT REIT REMINDS UNITHOLDERS TO VOTE IN FAVOUR OF THE PROPOSED ARRANGEMENT AND AMENDS DECLARATION OF TRUST
Killam Apartment REIT (TSX: KMP.UN) ("Killam" or the "REIT") reminds unitholders to vote for the previously announced proposed plan of arrangement (the "Arrangement") to simplify Killam's organizational structure by eliminating Killam Properties Inc. ("KPI"), a wholly-owned subsidiary of the REIT. Killam’s board of trustees (the "Board") has unanimously approved the Arrangement and encourages its unitholders to vote in favour of the Arrangement at the special meeting of unitholders to be held at 10:00 a.m. (Atlantic time) on November 21, 2024 (the "Meeting").
The Arrangement is expected to reduce or eliminate potential corporate taxation in respect of income and capital gains allocated to KPI, thereby increasing future cash flow for distribution to the REIT. The Arrangement is also expected to reduce the complexity of accounting and legal reporting and of income tax compliance inherent in Killam's existing structure. The REIT has received an advance income tax ruling of the Canada Revenue Agency in connection with the Arrangement. If approved by Killam's unitholders at the Meeting, the Arrangement is expected to become effective on or about November 30, 2024.
In advance of the Meeting and effective today, the Board has approved an amended and restated Declaration of Trust, with the goal of aligning with current corporate governance best practices. In particular, Killam has removed the exclusive forum provision that currently requires unitholders to bring any litigation under the Declaration of Trust exclusively in Ontario courts. As a result of the amendment, unitholders have the ability to bring such claims in any proper jurisdiction of their choosing. While this amendment is not necessary to effect the Arrangement, the Board believes it is not prejudicial to, and expands the rights of, its unitholders and aligns with best practices. No other amendments to Killam's current Declaration of the Trust have been made at this time and the Declaration of Trust, as amended effective today, is available on SEDAR+ at sedarplus.ca
In connection with the Arrangement, unitholders who vote in favour of the Arrangement will also be authorizing and approving the adoption of a further Amended and Restated Declaration of Trust, which includes amendments to the REIT's Declaration of Trust necessary to effect the Arrangement and other amendments of a minor, housekeeping or clerical nature that are not prejudicial to the Unitholders. Further details on the Arrangement, and the related amendments to Killam's Declaration of Trust, are set out in Killam's information circular dated October 18, 2024 which has been mailed to unitholders and is available on SEDAR+ at sedarplus.ca and Killam's website at killamreit.com/investors.
The amendments that are being made in connection with the Arrangement remain subject to unitholder approval at the Meeting and will only become effective when the Arrangement is implemented.
About Killam Apartment REIT
Killam Apartment REIT, based in Halifax, Nova Scotia, is one of Canada’s largest residential real estate investment trusts, owning, operating, and developing a $5.3 billion portfolio of apartments and manufactured home communities. Killam’s strategy to drive value and profitability focuses on three priorities: (1) increase earnings from the existing portfolio; (2) expand the portfolio and diversify geographically through accretive acquisitions, targeting newer properties and dispositions of non-core assets; and (3) develop high-quality properties in its core markets.
For information, please contact:
Claire Hawksworth, CPA
Senior Manager, Investor Relations
chawksworth@killamREIT.com
(902) 442-5322
Note: The Toronto Stock Exchange has neither approved nor disapproved of the information contained herein. Certain statements in this press release may constitute forward-looking statements. In some cases, forward-looking statements can be identified by the use of words such as "may," "will," "should," "expect," "intend," "plan," "anticipate," "believe," "continue," "remain," or the negative of these terms or other comparable terminology, and by discussions of strategies that involve risks and uncertainties. Such forward-looking statements may include, among other things, statements regarding: the Arrangement and the timing and benefits thereof; the Meeting and the timing thereof; the effect of the Arrangement on Killam's unitholders; amendments to Killam's Declaration of Trust, the terms thereof and the impact on Killam's unitholders; and Killam's priorities.
Readers should be aware that these statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated or implied, or those suggested by any forward-looking statements, including: Killam's ability obtain the necessary regulatory and third-party approvals, including, among others, court, unitholder and Toronto Stock Exchange approval; risks related to tax legislation and the interpretation and application thereof; the effects and duration of local, international and global events, any government responses thereto and the effectiveness of measures intended to mitigate any impacts thereof; competition; legislation and the interpretation and enforcement thereof; litigation to which Killam may be subject; global, national and regional economic conditions (including interest rates and inflation); and the availability of capital to fund further investments in Killam's business. For more exhaustive information on these risks and uncertainties, readers should refer to Killam's most recently filed annual information form, Killam's most recently filed MD&A, as well as the Circular, each of which is available on SEDAR+ at www.sedarplus.ca. Given these uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements contained in this press release. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events may not occur. Although management believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that future results, levels of activity, performance or achievements will occur as anticipated. Further, a forward-looking statement speaks only as of the date on which such statement is made and should not be relied upon as of any other date. While Killam anticipates that subsequent events and developments may cause its views to change, Killam does not intend to update or revise any forward-looking statement, whether as a result of new information, future events, circumstances, or such other factors that affect this information, except as required by law.
The forward-looking statements in this press release are provided for the limited purpose of enabling current and potential investors to evaluate an investment in Killam. Readers are cautioned that such statements may not be appropriate and should not be used for any other purpose. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.