European Commercial Real Estate Limited
TSX VENTURE : ERE

April 03, 2017 16:51 ET

European Commercial Real Estate Limited Mails Information Circular Regarding REIT Conversion

TORONTO, ONTARIO--(Marketwired - April 3, 2017) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

European Commercial Real Estate Limited (the "Corporation") (TSX VENTURE:ERE) is pleased to announce that it has mailed a notice of special meeting, management information circular (the "Information Circular"), letter of transmittal and form of proxy (collectively, the "Meeting Materials") in connection with its previously announced reorganization under a plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement") whereby it intends to convert into a real estate investment trust named "European Commercial Real Estate Investment Trust" (the "REIT"), subject to receipt of all necessary approvals, including the approval of the TSX Venture Exchange Inc. (the "TSXV") and the holders (the "Common Shareholders") of common shares (the "Common Shares") of the Corporation.

Information about the Special Meeting

The special meeting (the "Special Meeting") of the Common Shareholders will be held at 10:00 a.m. (Toronto time) on May 1, 2017, at 199 Bay Street, Commerce Court West, 53rd Floor, Toronto, Ontario, M5L 1B9.

Each person who was a holder of record of Common Shares at the close of business on March 14, 2017 is entitled to receive notice of, and to attend and vote at, the Special Meeting, and any adjournment or postponement thereof. The Corporation has received a confirmation of mailing from the Corporation's transfer agent, Computershare Investor Services Inc. ("Computershare").

Registered Common Shareholders unable to attend the Special Meeting in person are requested to read the Meeting Materials and to complete, sign, date and deliver the form of proxy to Computershare at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, by no later than 4:00 p.m. on April 28, 2017 or 24 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment or postponement of the Special Meeting. Late proxies may be accepted or rejected by the chair of the Special Meeting in his or her discretion, and the chair is under no obligation to accept or reject any particular late proxy.

Registered Common Shareholders have the right to dissent with respect to the Arrangement and be paid the fair value of their Common Shares in accordance with the provisions of section 185 of the Business Corporations Act (Ontario) and an interim order of the Ontario Superior Court of Justice with respect to the Arrangement dated March 30, 2017, if the Arrangement becomes effective. This right to dissent is described in the Information Circular. Failure to strictly comply with the dissent procedures set out in the Information Circular may result in the loss or unavailability of any right of dissent.

Investors are cautioned that, except as disclosed in the Meeting Materials, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon. The Information Circular is available for review at www.sedar.com.

About European Commercial Real Estate Limited

The Corporation's business is the ownership of and investment in commercial properties in Europe. It currently owns and operates one commercial property in Düsseldorf, Germany, which constituted the Corporation's "qualifying transaction" under the TSXV rules, and it has a second commercial property in Landshut, Germany, a suburb of Munich, under contract. The Corporation's strategy is to aggregate a bespoke portfolio of high-quality, non-prime, core assets in key European markets designed primarily to deliver long-term, secure income with additional potential for capital appreciation.

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Forward-looking statements in this news release include, but are not limited to, the ability of the Corporation to complete the Arrangement. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Corporation believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, the Corporation disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

Neither TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release.

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