TORONTO, ONTARIO--(Marketwired - Feb. 21, 2014) -
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HHT Investments Inc. (the "Corporation") (TSX VENTURE:HHT), a capital pool company (as defined in Policy 2.4 (the "CPC Policy") of the TSX Venture Exchange (the "TSXV") Corporate Finance Manual), announced today that it has updated certain disclosure found in its management information circular (the "Information Circular") dated February 5, 2014, that was mailed to shareholders in respect of its special shareholders' meeting to approve 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 "Boulevard Industrial Real Estate Investment Trust" (the "REIT"), subject to receipt of all necessary approvals, including the final approval of the TSXV and the shareholders of the Corporation (the "Shareholders").
Information Circular Disclosure Changes
The Corporation and Boulevard Capital Corporation (the "Asset Manager") have agreed to amend the terms of the draft asset management agreement (the "Asset Management Agreement") to be entered into between the REIT and the Asset Manager, with respect to the calculation and payment of the fees that the Asset Manager may earn pursuant to the Asset Management Agreement. Unless otherwise defined in this press release, all capitalized words and phrases in this press release shall have the meaning given to such capitalized terms in the Information Circular.
Pursuant to the amended terms of the draft Asset Management Agreement, the calculation of the Asset Management Fee (as defined below) and Acquisition Fee (as defined below) payable to the Asset Manager has been amended as follows:
- A base annual management fee (the "Asset Management Fee") calculated and payable on a monthly basis in arrears on the first day of each month equal to 0.25% of Gross Book Value of the REIT.
- An acquisition fee (the "Acquisition Fee") equal to:
- 1.0% of the Purchase Price paid by the REIT or any Affiliate of the REIT for the purchase of a Property on the first $100,000,000 of Properties acquired by the REIT and its Affiliates collectively in each Fiscal Year;
- 0.75% of the Purchase Price paid by the REIT or any Affiliate of the REIT for the purchase of a Property on the next $100,000,000 of Properties acquired by the REIT and its Affiliates collectively in each Fiscal Year; and
- 0.50% of the Purchase Price paid by the REIT or any Affiliate of the REIT for the purchase of a Property on all Properties acquired by the REIT and its Affiliates collectively in excess of $200,000,000 in each Fiscal Year.
Under the terms of the original draft of the Asset Management Agreement summarized in the Information Circular, the REIT was permitted to elect to pay up to one-half of the Asset Management Fee by way of issuance of Units or Restricted Units of the REIT. This right has now been removed and the REIT will no longer be entitled to pay any portion of the Asset Management Fee in Units or Restricted Units of the REIT. The right of the Asset Manager to elect to receive up to 100% of the Acquisition Fees and Asset Management Fees payable to it by the REIT in Units or Restricted Units of the REIT remains unchanged.
Notwithstanding the foregoing amendments to the fee structure under the Asset Management Agreement, the Asset Manager and REIT have agreed that the Acquisition Fee in respect of the Initial REIT Properties shall be limited to $75,000 rather than $150,000 as per the Acquisition Fee set out in the Asset Management Agreement and that for calendar 2014 only, an additional $75,000 shall be added to the Asset Management Fee payable to the Asset Manager monthly in arrears for the balance of the year. Accordingly, the aggregate fees payable to the Asset Manager for the first year after closing in respect of the Initial REIT Properties will remain unchanged from that disclosed in the Information Circular.
All other disclosure in the Information Circular remains the same and no other changes to the terms of the Arrangement were made.
Information about the Meeting
The special meeting (the "Meeting") of the shareholders will be held at 9:00 a.m. (Toronto time) on March 7, 2014, at the offices of the Corporation's solicitors, WeirFoulds LLP, at Suite 4100, 66 Wellington Street West, Toronto, Ontario, M5K 1B7. Each person who is a holder of record of shares at the close of business on February 5, 2014, is entitled to receive notice of, and to attend and vote at, the Meeting, and any adjournment or postponement thereof. The Corporation has received a confirmation of mailing from the Corporation's transfer agent.
The Asset Manager is a corporation owned and controlled by Scott Hayes, Mark Hogan and Heidi Tibben. As Scott Hayes, Mark Hogan and Heidi Tibben are directors and officers of the Corporation and currently own an aggregate of approximately 16.02% interest in the Corporation, and are the sole directors, officers and shareholders of the Asset Manager, certain aspects of the Arrangement will constitute "related party transactions" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions and therefore must be approved by the affirmative vote of a majority of minority shareholders of the Corporation, including approval of the revised Asset Management Agreement and payment of the Acquisition Fee.
Registered Shareholders unable to attend the Meeting in person are requested to read the Information Circular and the form of proxy which accompanies the notice of meeting and to complete, sign, date and deliver the form of proxy, together with the power of attorney or other authority, if any, under which it was signed (or a notarially certified copy thereof) to Equity at 200 University Avenue, Toronto, Ontario, M5H 4H1, Attention: Proxy Department, no later than 5:00 p.m. (Toronto time) on the last business day immediately preceding the date of the Meeting or any adjournment or postponement thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.
Registered Shareholders have the right to dissent with respect to the Arrangement and be paid the fair value of their 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 February 3, 2014, 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. The Information Circular is available for review under the Corporation's profile at www.sedar.com.
HHT Investments Inc.
The principal business of the Corporation is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Corporation has not commenced commercial operations and has no assets other than cash.
This press release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Examples of such statements include the intention to complete the Proposed Transaction and the intention to reorganize the Corporation into a real estate investment trust. Accordingly, readers should not place undue reliance on forward-looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect the Corporation.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Information Circular, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.