SOURCE: Calloway Real Estate Investment Trust

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May 26, 2015 14:21 ET

Calloway Real Estate Investment Trust Reports on Voting Results From 2015 Annual General and Special Meeting of Holders of Units and Special Voting Units and Receives Competition Bureau Approval for Proposed Acquisition of SmartCentres Platform

TORONTO, ON--(Marketwired - May 26, 2015) -

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Calloway Real Estate Investment Trust ("Calloway" or the "REIT") (TSX: CWT.UN) announced today the voting results from its Annual General and Special Meeting of the Holders of Units and Special Voting Units (the "Meeting") held today in Toronto, Ontario.

The total number of Units and Special Voting Units of Calloway ("Units" and "SVUs", respectively) represented by holders of Units and SVUs (collectively, "Unitholders") that voted in connection with the Meeting was 78,215,204 Units and 26,033,708 SVUs, representing in total 72.59% of Calloway's issued and outstanding Units and SVUs. At the Meeting, Unitholders voted in favour of all items of business, including the election of each of the five trustee nominees proposed by management. The voting results for the election of trustees based on the Units and SVUs represented at the Meeting by proxies held by management were as follows:

  # Votes For % Votes For # Votes Withheld % Votes Withheld
Huw Thomas 102,780,471 98.96% 1,075,303 1.04%
Jamie McVicar 101,578,845 97.81% 2,276,929 2.19%
Kevin Pshebniski 99,152,725 95.47% 4,703,049 4.53%
Michael Young 103,325,099 99.49% 530,675 0.51%
Garry Foster 103,543,400 99.70% 312,374 0.30%

Unitholders also voted in favour of the previously announced proposed acquisition by Calloway of the SmartCentres platform from Mitchell Goldhar ("Goldhar") as part of a $1.16 billion transaction that will make Calloway a fully integrated real estate developer and operator by adding SmartCentres' platform of development, leasing, planning, engineering, architecture and construction capabilities. The transaction also includes the acquisition of interests in a $1.1 billion portfolio of 24 properties located principally in Ontario and Québec, including 20 open format Walmart Supercentre anchored or shadow-anchored shopping centres owned by Goldhar and joint venture partners, principally Wal-Mart Canada Realty Inc. (the "Proposed Transaction"). The voting results for the Proposed Acquisition based on the Units and SVUs represented at the Meeting by proxies held by management or the trustees, excluding the interested Unitholders in the Proposed Transaction, were as follows:

# Votes For % Votes For # Votes Against % Votes Against
64,752,515 99.49% 330,122 0.51%

Certain amendments to the Declaration of Trust of Calloway contemplated or necessary in connection with the Proposed Transaction and certain other amendments to facilitate Calloway's acquisition, development and resale of properties were also overwhelmingly approved by the requisite two-thirds and majority of minority votes, as applicable.

Also notably, 99% of Unitholders represented at the Meeting by proxy voted in favour of accepting Calloway's approach to executive compensation (i.e. say-on-pay), as more particularly set forth in Calloway's Management Information Circular dated April 27, 2015.

Detailed voting results for the Meeting are available under Calloway's profile on SEDAR at www.sedar.com.

Competition Bureau Approval of Proposed Transaction

Calloway is also pleased to announce that the Competition Bureau has issued a 'no-action' letter, which constitutes Competition Act approval for the Proposed Transaction. Calloway announced today that the Proposed Transaction is expected to close on May 28, 2015.

"We are very pleased to have received approval from both the Competition Bureau and our Unitholders, which will enable us to close this transaction," said Huw Thomas, President and Chief Executive Officer of Calloway.

The 8,015,500 subscription receipts (the "Subscription Receipts") issued by Calloway pursuant to the $230 million offering that closed on April 27, 2015 will be exchanged as of the closing of the Proposed Transaction.

About Calloway

Calloway is one of Canada's largest real estate investment trusts with an enterprise value of approximately $7 billion. Prior to the closing of the Proposed Transaction, Calloway owns and manages approximately 27 million square feet in 121 value-oriented principally Walmart-anchored retail centres, having the strongest national and regional retailers, as well as strong neighbourhood merchants. In addition, Calloway is a joint-venture partner in the Toronto and Montreal Premium Outlets. Calloway's vision is to provide a value-oriented shopping experience to Canadian consumers. For more information on Calloway, visit www.callowayreit.com.

Contact Information

  • For more information, please contact:

    Huw Thomas
    President and Chief Executive Officer
    Calloway Real Estate Investment Trust
    (905) 326-6400 ext. 7649

    Peter Sweeney
    Chief Financial Officer
    Calloway Real Estate Investment Trust
    (905) 326-6400 ext. 7865