Board approves proposal to reorganize Boardwalk into a REIT
09 Januar 2004 - 12:00PM
PR Newswire (US)
Board approves proposal to reorganize Boardwalk into a REIT
Boardwalk Equities Inc. (BEI- TSX; NYSE) CALGARY, Jan. 9
/PRNewswire-FirstCall/ -- The Board of Directors of Boardwalk
Equities Inc. is pleased to announce that the Special Committee of
the Board of Directors formed on November 5, 2003 has recommended
approval of management's proposal to reorganize the business of the
Corporation into a real estate investment trust to be called
Boardwalk REIT. The Special Committee's recommendation is based on
a number of factors including the advice of its financial advisor,
RBC Capital Markets. At a meeting held on January 8, 2004, the
Board accepted this recommendation and voted in favour of the
reorganization. In order to achieve various structural efficiencies
the reorganization will be completed through the acquisition of the
Corporation by Boardwalk Properties Company Limited, a private
holding company indirectly owned by Messrs. Sam and Van Kolias.
This acquisition will occur following the transfer of the assets
and business of the Corporation to Boardwalk REIT. The business
formerly conducted by the Corporation would then be conducted by
Boardwalk REIT and public Shareholders would receive one unit of
Boardwalk REIT for each common share of the Corporation.
Shareholders will now be given the opportunity to consider the
reorganization proposal at a special meeting called for this
purpose. An Information Circular for the shareholder's meeting has
been prepared, however, as the transaction is a "going private"
transaction for the purpose of US law, the Circular is subject to
review by the SEC and will be filed with the SEC on EDGAR. Upon
completion of such review, the meeting date will be set and the
Circular will be mailed to all shareholders. At the meeting
shareholders will be asked to vote on the reorganization and other
related matters. In connection with the reorganization the Board of
Directors has also resolved to effectively waive the application of
the Shareholder Rights Plan adopted by the shareholders in 2001.
The Board of Directors, at the January 8, 2004 meeting, has also
resolved to apply to de-list the common shares from the New York
Stock Exchange. Recent regulatory changes in the United States will
significantly increase the cost of complying with US securities
laws. Although the directors believe that benefits are derived from
the Corporation's listing on the prestigious NYSE, the Board feels
that these benefits are outweighed by the significantly increased
compliance costs of such listing. It should also be noted that the
majority of the trades in the Corporation's shares are completed
through the facilities of the Toronto Stock Exchange ("TSX") and
accordingly a liquid market for the shares of the Corporation will
continue to exist. In light of the significant savings realized by
the Corporation in taking this step, the application to de-list
will be filed regardless of whether the shareholders vote in favour
of the reorganization or reject the REIT proposal. Corporate
Profile Boardwalk Equities Inc. is Canada's largest owner/operator
of multi-family rental communities. Boardwalk currently owns and
operates in excess of 250 properties with over 31,200 units
totaling approximately 26 million net rentable square feet. The
Company's portfolio is concentrated in the provinces of Alberta,
Saskatchewan, Ontario and Quebec. Boardwalk is headquartered in
Calgary and its shares are listed on both the Toronto Stock
Exchange and the New York Stock Exchange and trade under the symbol
BEI. The Company has a total market capitalization of approximately
$2.3 billion. DATASOURCE: Boardwalk Equities Inc. CONTACT:
Boardwalk Equities Inc., Sam Kolias, President and CEO, (403)
531-9255; Roberto Geremia, Senior Vice President, Finance and Chief
Financial Officer, (403) 531-9255; Mike Hough, Senior Vice
President, (416) 364-0849; Paul Moon, Director of Corporate
Communications, (403) 531-9255
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