TORONTO, April 25,
2023 /CNW/ - H&R Real Estate Investment Trust
("H&R" or "the REIT") (TSX: HR.UN) today
announced that it has entered into a support agreement (the
"Support Agreement") with the K2 Principal Fund L.P. and K2
& Associates Investment Management Inc. (collectively,
"K2"), a significant unitholder of H&R. Among other
stipulations in the Support Agreement, K2 has withdrawn its four
nominees who were slated to stand for election at the upcoming
meeting of unitholders scheduled for June
15, 2023 (the "Meeting").
K2 has also agreed with H&R to support the election of two
additional, mutually agreed upon, independent trustees to H&R's
Board of Trustees, Lindsay Brand and
Leonard Abramsky, with the size of
the Board increasing by two to 10 trustees, and has also agreed to
vote in favour of the balance of the trustees slated for
re-election. Subject to her election as a trustee at the Meeting,
Mrs. Brand will be appointed to the Compensation, Environmental,
Social & Governance and Nominating Committee.
"We are pleased to reach an agreement with K2 and with the
addition of two additional, highly qualified candidates to serve on
H&R's Board of Trustees," said H&R Executive Chairman
Tom Hofstedter. "K2 has expressed
strong support for our transformational repositioning strategy,
which helped to make H&R a top performing REIT last year. We
will continue to drive further momentum as we execute on our plans
to deliver value to unitholders. On behalf of my fellow trustees, I
look forward to welcoming Mrs. Brand and Mr. Abramsky to the Board
and working with them."
The nomination of two additional, independent trustees follows
the appointment of Donald Clow to
the Board in March 2023, and marks
another milestone in a board renewal process that began in 2017.
Upon election of Mrs. Brand and Mr. Abramsky, all eight of the
REIT's independent trustees will have joined the Board within the
last three years, and 40 percent of the Board will be comprised by
women.
"As a significant unitholder of H&R, we appreciate the Board
and management's willingness to engage in a constructive dialogue,"
said Shawn Kimel, Chief Investment
Officer and Chairman of K2. "We welcome the addition of Mrs. Brand
and Mr. Abramsky to serve on the Board of Trustees and we will
continue to closely engage with management and the Board of
Trustees to drive unitholder value."
Mrs. Brand is an experienced real estate industry executive and
investor who most recently served as Chief Investment Officer (CIO)
at Dream Unlimited Corp., one of Canada's leading real estate companies. In her
role as CIO, Mrs. Brand led over $2
billion of acquisitions and structured over $3 billion of development partnerships. Prior to
the Dream Group of Companies, Mrs. Brand was employed by Canadian
Imperial Bank of Commerce holding positions in their Real Estate
Commercial Banking Group and their Corporate Development Group. She
currently serves on the board of True North Commercial REIT and is
a trustee of the Jewish Foundation of Greater Toronto. Mrs. Brand holds a Bachelor
of Arts & Honours Business of Administration (HBA) from the
Richard Ivey School of Business and a Masters of Science in
Real Estate Development from Columbia
University.
Mr. Abramsky is the Founder and President of The Dunloe
Group Inc., a real estate investment company. Previously, he
was a Managing Partner of Brookfield Financial Corp, where he held
positions of increasing responsibility in a number of areas
including the active trading and financing of all forms of
commercial property, and also oversaw its international expansion.
Mr. Abramsky's extensive real estate background also includes
serving as a former Director of Rouse Properties Inc. Mr. Abramsky
currently serves on the boards of First Capital REIT and Dream
Residential REIT. He holds a Bachelor of Science in Real Estate and
Investment Finance from Boston
University.
The Support Agreement also sets out customary restrictions and
voting covenants for K2 and will be filed on SEDAR.
About H&R REIT
H&R REIT is one of Canada's
largest real estate investment trusts with total assets of
approximately $11.4 billion as at
December 31, 2022. H&R REIT has
ownership interests in a North American portfolio comprised of
high-quality residential, industrial, office and retail properties
comprising over 28.7 million square feet.
About The K2 Principal Fund
L.P.
Founded in December of 2000, The K2 Principal Fund L.P. has a
broadly diversified Canadian and U.S. portfolio and is the flagship
fund of K2 & Associates Investment Management Inc. K2 are
active managers and seek out best in class companies who drive
optimal return on capital. For more information about K2, visit
www.k2.ca.
Forward-Looking
Disclaimer
Certain information in this news release contains
forward-looking information within the meaning of applicable
securities laws (also known as forward-looking statements)
including, among others, statements made or implied relating to
H&R's Transformational Strategic Repositioning Plan, H&R's
objectives, beliefs, plans, estimates, targets, projections and
intentions and similar statements concerning anticipated future
events, results, circumstances, performance or expectations that
are not historical facts. Forward-looking statements generally can
be identified by words such as "outlook", "objective", "may",
"will", "expect", "intend", "estimate", "anticipate", "believe",
"should", "plans", "project", "budget" or "continue" or similar
expressions suggesting future outcomes or events. Such
forward-looking statements reflect H&R's current beliefs and
are based on information currently available to
management. Forward-looking statements are provided for the
purpose of presenting information about management's current
expectations and plans relating to the future and readers are
cautioned that such statements may not be appropriate for other
purposes.
These statements are not guarantees of future performance and
are based on H&R's estimates and assumptions that are subject
to risks, uncertainties and other factors including those risks and
uncertainties discussed in H&R's materials filed with the
Canadian securities regulatory authorities from time to time, which
could cause the actual results, performance or achievements of
H&R to differ materially from the forward-looking statements
contained in this news release. Material factors or assumptions
that were applied in drawing a conclusion or making an estimate set
out in the forward-looking statements include assumptions relating
to the general economy, including the effects of increased
inflation; debt markets continue to provide access to capital at a
reasonable cost, notwithstanding rising interest rates; and
assumptions concerning currency exchange and interest rates.
Additional risks and uncertainties include, among other things,
risks related to: real property ownership; the current economic
environment; credit risk and tenant concentration; lease rollover
risk; interest rates and other debt-related risk; development
risks; residential rental risk; capital expenditures risk; currency
risk; liquidity risk; risks associated with disease outbreaks;
cyber security risk; financing credit risk; ESG and climate change
risk; co-ownership interest in properties; general uninsured
losses; joint arrangements and investment risks; dependence on key
personnel and succession planning; potential acquisition,
investment and disposition opportunities and joint venture
arrangements; potential undisclosed liabilities associated with
acquisitions; competition for real property investments; Unit price
risk; potential conflicts of interest; availability of cash for
distributions; credit ratings; ability to access capital markets;
dilution; unitholder liability; redemption right risk; risks
relating to debentures; tax risk; additional tax risks applicable
to unitholders; investment eligibility; and statutory remedies.
H&R cautions that these lists of factors, risks and
uncertainties are not exhaustive. Although the forward-looking
statements contained in this news release are based upon what
H&R believes are reasonable assumptions, there can be no
assurance that actual results will be consistent with these
forward-looking statements.
Readers are also urged to examine H&R's materials filed with
the Canadian securities regulatory authorities from time to time as
they may contain discussions on risks and uncertainties which could
cause the actual results and performance of H&R to differ
materially from the forward-looking statements contained in this
news release. All forward-looking statements in this news release
are qualified by these cautionary statements. These forward-looking
statements are made as of today and H&R, except as required by
applicable Canadian law, assumes no obligation to update or revise
them to reflect new information or the occurrence of future events
or circumstances.
Additional information regarding H&R REIT is available at
www.hr-reit.com and on www.sedar.com
SOURCE H&R Real Estate Investment Trust