First Capital Realty Inc
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TM FIRST CAPITAL REALTY INC. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 10, 2019 This Management Information Circular requires your immediate attention. If you are in doubt as to how to deal with this document, the documents referred to herein or the matters to which they refer, please consult your professional advisors. YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE TODAY. October 25, 2019 85 Hanna Avenue, Suite 400, Toronto, Ontario M6K 3S3 T 416.504.4114 F 416.941.1655 TF 1.877.504.4114 www.fcr.ca October 25, 2019 Dear Fellow Shareholder: We are pleased to invite you to attend a special meeting (the “Meeting”) of the holders (“Shareholders”) of common shares (the “Common Shares”) of First Capital Realty Inc. (the “Company”) to be held at the offices of Torys LLP, 79 Wellington Street West, 33rd Floor, TD South Tower, Toronto, Ontario, Canada, M5K 1N2 on December 10, 2019 at 10:00 a.m. (Toronto time). At the Meeting you will be asked to approve a plan of arrangement (the “Arrangement”) under Section 182 of the Business Corporations Act (Ontario) (the “OBCA”) to convert the Company into a publicly traded real estate investment trust named First Capital Real Estate Investment Trust (the “REIT”). The accompanying notice of special meeting (the “Notice of Meeting”) and the management information circular (the “Circular”) contain a detailed description of the Arrangement and set forth the actions to be taken by you at the Meeting. You should carefully consider all of the relevant information in the Notice of Meeting and the Circular and consult with your financial, legal or other professional advisors if you require assistance. Upon completion of the Arrangement, the REIT will carry on indirectly all of the business and activities currently carried on by the Company, all of the directors of the Company will serve as the initial trustees of the REIT, all officers of the Company will serve as the officers of the REIT and the REIT will become co-principal debtor, with the Company, of the Company’s outstanding senior unsecured indebtedness. Despite the structural changes described in the Arrangement, the proposed REIT structure will not result in a change in the Company’s strategy, portfolio or operations. The strategy of the REIT will remain consistent with the Company’s previously disclosed super urban strategy. We understand that the Company’s dividends are important to Shareholders. The conversion to a REIT will not change the rate of annual distributions to investors. The REIT’s distribution policy will remain consistent with the Company’s current dividend policy except that distributions will be paid monthly rather than quarterly. The initial monthly distribution of $0.0716 per REIT Unit will be declared on or prior to December 31, 2019 to unitholders of record on December 31, 2019 and is expected to be paid in January 2020. Following this, the REIT expects to pay monthly distributions of $0.0716, or $0.86 per REIT Unit on an annualized basis, the same level as the Company’s current annual dividend rate per Common Share. In lieu of the Company’s fourth quarter 2019 dividend, the REIT intends to declare three monthly distributions which includes the initial distribution that will be paid in January, and subsequent distributions that will be paid in February and March, 2020. After careful consideration, the board of directors of the Company (the “Board”) unanimously has determined, based upon consultation with its legal and financial advisors, and based in part on the fairness opinion received from Blair Franklin Capital Partners Inc., as described in the Circular, that the Arrangement is in the best interests of the Company and recommends that Shareholders vote FOR the Arrangement. The determination of the Board is based on various factors described more fully in the accompanying Notice of Meeting and Circular and includes the following anticipated benefits that the Company believes will enhance long-term shareholder value: • Expanding the Company’s investor base and profile through inclusion in various REIT-specific indices, REIT ETFs and REIT- dedicated investment funds; • Enhancing comparability with the Company’s peers; and • Providing a more efficient vehicle to deliver the benefits of urban real estate ownership from the Company’s business to investors. Each member of the Board has agreed to vote his or her Common Shares in favour of the Arrangement. - i - Completion of the Arrangement is subject to the satisfaction of certain conditions, including approval by Shareholders as described in the Circular. If such approvals are obtained and the other conditions to the completion of the Arrangement are satisfied or waived, closing of the Arrangement is expected to occur on December 30, 2019. Your vote is important. We urge you to vote FOR the Arrangement. The details of the Arrangement and the Meeting are described in the accompanying Notice of Meeting and Circular. Yours truly, FIRST CAPITAL REALTY INC. “Bernard McDonell” Bernard McDonell Chairman of the Board - ii - TM NOTICE OF SPECIAL MEETING OF SHAREHOLDERS You are invited to a special meeting (the “Meeting”) of the holders (“Shareholders”) of common shares (including common shares represented by Instalment Receipts (as defined herein), the “Common Shares”) of First Capital Realty Inc. (the “Company”): When Where Tuesday, December 10, 2019 Torys LLP 10:00 a.m. (Toronto time) 79 Wellington Street West, 33rd Floor TD South Tower, Toronto, Ontario, M5K 1N2 Business of the Meeting 1. To consider, pursuant to an interim order (the “Interim Order”) of the Ontario Superior Court of Justice dated October 25, 2019, and to vote on, with or without variation, a special resolution (the “Arrangement Resolution”), the full text of which is set out in Appendix B to the accompanying management information circular (the “Circular”), approving a plan of arrangement (the “Arrangement”) under Section 182 of the Business Corporations Act (Ontario) (the “OBCA”) providing for, among other things, the conversion of the Company to a publicly traded real estate investment trust named First Capital Real Estate Investment Trust (the “REIT”), all as more particularly described in the Circular; and 2. To consider other business that may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. Your vote is important. You can vote by proxy (or voting instruction form, as applicable) if you are unable to attend the Meeting and vote in person. The Circular explains the voting process and discusses the items of business in more detail. The Circular which accompanies this Notice of Special Meeting of Shareholders provides information regarding the business to be considered at the Meeting and includes the full text of the Arrangement Resolution attached thereto as Appendix B. Record Date You have the right to vote if you held Common Shares as at the close of business on October 25, 2019, including Common Shares represented by Instalment Receipts. Beneficial and Registered Shareholders You are a beneficial shareholder (also known as a non-registered shareholder) (a “Beneficial Shareholder”) if you beneficially own Common Shares (including Common Shares represented by Instalment Receipts) that are held in the name of an intermediary such as a bank, trust company, securities broker, trustee, depository, clearing agency (such as CDS Clearing and Depository Services Inc.) or other intermediary. For example, you are a Beneficial Shareholder if your Common Shares (including Common Shares represented by Instalment Receipts) are held in a brokerage account of any type. You are a registered shareholder (a “Registered Shareholder”) if you hold a paper share certificate evidencing Common Shares and your name appears directly on your share certificate. Voting Beneficial Shareholders should complete and submit the voting instruction form in accordance with the directions on the form. Voting instruction forms can be completed and submitted using the following options: - iii - INTERNET: www.proxyvote.com TELEPHONE: 1-800-474-7493 (English) or 1-800-474-7501 (French) MAIL: Data Processing Centre, P.O. Box 3700, STN Industrial Park, Markham, Ontario, L3R 9Z9 Voting instructions must be received at least one business day in advance of the proxy deposit date noted on your voting instruction form. If a Beneficial Shareholder wishes to vote at the Meeting in person (or have another person attend and vote on such Shareholder’s behalf), he or she must complete the voting instruction form in accordance with the directions provided and a form of proxy giving the right to attend at the Meeting in person and vote will be forwarded to such Beneficial Shareholder. Registered Shareholders who are unable to be present at the Meeting should exercise their right to vote by completing and submitting the form of proxy in accordance with the directions on the form. Forms of proxy may also be completed and submitted by telephone or through the internet at www.investorvote.com. Computershare Trust Company of Canada, the Company’s transfer agent and registrar, must receive completed proxies not later than 10:00 a.m. (Toronto time) on December 6, 2019 or, if the Meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and statutory holidays) before any adjourned or postponed meeting. Registered Shareholders have the right to dissent with respect to the Arrangement, if the Arrangement becomes effective, and to be paid the fair value of their Common Shares in accordance with the Interim Order. A Shareholder’s right to dissent is more particularly described in the Circular. Failure to strictly comply with the requirements set forth in the Interim Order may result in the loss of any right of dissent. See the section entitled “The Arrangement – Dissent Rights” in the Circular and Appendix E to the Circular.