The information contained on this website is made available by or on behalf of Milestone Apartments Real Estate Investment Trust (the “REIT”) for information purposes only in connection with the special meeting of unitholders of the REIT scheduled to be held on March 7, 2017, including any and all adjournments or postponements of such meeting (the “Meeting”).
The REIT has filed a management information circular dated February 6, 2017 (the “Information Circular”) containing the information required by Canadian securities laws in respect of the proposed (i) sale of all of the assets of the REIT to an affiliate of Starwood Capital Group; (ii) redemption of all of the outstanding trust units of the REIT (the “Units”) at a price of US$16.15 per Unit; and (iii) termination of the REIT (collectively, the “Transaction”), all as set forth in the Information Circular.
In order to access any further information on this website, you must confirm that (i) you have read this notice and consent to the electronic delivery of the Information Circular and (ii) you have received a copy of the Information Circular. If you have not previously received the Information Circular, you may download a copy available on the site. Unitholders may obtain free copies of the Information Circular on this website or the REIT’s profile on SEDAR at http://www.sedar.com. Unitholders may also obtain free copies of the Information Circular and other relevant documents by calling the REIT’s proxy solicitor, Kingsdale Advisors, at 1-866-851-3215 (toll-free) or 1-416-867-2272 (collect calls accepted) or e-mail firstname.lastname@example.org.
This website does not provide full disclosure of all material facts relating to the Transaction. Readers of this website should read the Information Circular and any amendment for disclosure of those facts, especially risk factors, before making a decision on how to vote with respect to the Transaction. UNITHOLDERS OF THE REIT SHOULD NOTE THAT ALL INFORMATION ON THIS WEBSITE IS QUALIFIED IN ITS ENTIRETY BY THE INFORMATION CIRCULAR AND THE INFORMATION CONTAINED THEREIN. UNITHOLDERS OF THE REIT ARE STRONGLY ADVISED TO READ THE INFORMATION CIRCULAR BECAUSE IT CONTAINS IMPORTANT INFORMATION.
This website is neither an offer to purchase nor a solicitation of an offer to sell any securities of the REIT. This website must not be relied upon in connection with any investment decision.
Notice Concerning Forward-Looking Information
This website and any documents incorporated by reference contain “forward-looking information”, as defined under Canadian securities laws (collectively, “forward-looking statements”). Among other terms, the words “plans”, “expects”, “does not expect”, “scheduled”, “estimates”, “intends”, “anticipates”, “does not anticipate”, “projects”, “believes”, “pro forma” or variations of such words and phrases or statements to the effect that certain actions, events or results “may”, “will”, “could”, “should”, “would”, “might”, “occur”, “be achieved”, “or “continue” and similar expressions identify forward-looking statements. Some of the specific forward-looking statements on this website, include, but are not limited to, statements with respect to the intention of the REIT to complete the Transaction on the terms and conditions described herein and the expected closing date thereof; the benefits of the Transaction; the anticipated tax consequences of the Transaction, the benefits and risks of the REIT continuing to operate as a publicly traded entity; necessary approvals and other conditions required to complete the Transaction, the de-listing of the Units from the TSX, payment of distributions and any other statements regarding the REIT’s expectations, intentions, plans and beliefs. The forward-looking statements on this website are based on certain assumptions and analyses that were applied in drawing a conclusion or making a forecast or projection, including: the REIT’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that are believed to be reasonable in the circumstances. Such assumptions relate to, among other things: that all conditions to the completion of the Transaction will be satisfied or waived; the economy generally; in particular in the Sunbelt region of the United States in which the REIT’s properties are located; interest rates in the U.S. and Canada; and exchange rates in the U.S. and Canada. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the parties’ ability to consummate the Transaction; the satisfaction or waiver of conditions in the acquisition agreement effecting the Transaction dated January 19, 2017 (the “Acquisition Agreement”); the occurrence of any event, change or other circumstance that could give rise to the termination of the Acquisition Agreement; changes in interest rates and exchange rates; material adverse changes in the affairs of the REIT; the REIT’s ability to obtain required regulatory approvals and consents and to satisfy the conditions of the TSX regarding de-listing; and other risks described in the REIT’s current annual information form and annual MD&A posted under its profile on SEDAR at www.sedar.com. There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements.
Certain statements included on this website may be considered a “financial outlook” for purposes of applicable Canadian securities laws, and as such, the financial outlook may not be appropriate for purposes other than this website. All forward-looking statements on this website are made as of the date hereof. Except as expressly required by applicable law, the REIT assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All forward-looking statements on this website are qualified by these cautionary statements.
Non IFRS Measure
This website and the Information Circular contain certain non-IFRS financial measures including funds from operations (“FFO”), adjusted funds from operations (“AFFO”), net operating income (“NOI”), “FFO Payout Ratio”, “AFFO Payout Ratio” and related per Unit amounts to measure, compare and explain the operating results and financial performance of the REIT. These measures are commonly used by entities in the real estate industry as useful metrics for measuring performance. However, they do not have any standardized meaning prescribed by IFRS and are not necessarily comparable to similar measures presented by other publicly traded entities. These measures should be considered as supplemental in nature and not as a substitute for related financial information prepared in accordance with IFRS.
“FFO” is used in addition to net income to report operating results. FFO is an industry standard for evaluating operating performance and is defined as net income in accordance with IFRS, (i) plus or minus realized losses or gains on derivative instruments used to hedge equity transactions; (ii) plus or minus fair value adjustments on investment properties; (iii) plus or minus gains or losses from sales of investment properties; (iv) plus or minus other fair value adjustments; (v) minus acquisition costs expensed as a result of the purchase of a property being accounted for as a business combination; (vi) plus distributions on redeemable or exchangeable units treated as interest expense; (vii) plus or minus any negative goodwill or goodwill impairment; (viii) plus or minus deferred income taxes; (ix) plus adjustments for property taxes accounted for under IFRIC 21 “Levies”; and (x) plus or minus changes in fair value of Unit options, after adjustments for equity accounted entities and joint ventures calculated to reflect FFO on the same basis as consolidated properties. FFO is not indicative of funds available to meet cash requirements.
“AFFO” is a supplemental measure to net income that is used in the real estate industry to assess the sustainability of future cash distributions. AFFO is defined as FFO subject to certain adjustments, including: (i) amortization of fair value mark-to-market adjustments on long-term debt and amortization of financing costs; (ii) adjusting for any differences resulting from recognizing property rental revenues or expenses on a straight-line basis; (iii) amortization of grant date fair value related to compensation incentive plans; (iv) adjusting for any non-cash compensation expense; and (v) deducting a reserve for normalized maintenance capital expenditures, as determined by the REIT. Other adjustments may be made to AFFO as determined by the Board of Trustees of the REIT in their sole discretion. Maintenance capital expenditures are estimated by management and represent capital expenditures that are required to maintain the existing earning potential of a property. Significant judgment is required to classify property capital investments. AFFO should not be interpreted as an indicator of cash generated from operating activities as it does not consider changes in working capital.
“NOI” is used by industry analysts, investors and management to measure operating performance of Canadian real estate investment trusts. NOI represents revenue from properties less property operating expenses as presented in the consolidated statements of income and comprehensive income prepared in accordance with IFRS, except for adjustments related to IFRS Interpretations Committee (“IFRIC”) 21, Levies (“IFRIC 21”).