TORONTO, Dec. 24,
2024 /CNW/ - Slate Office REIT (TSX: SOT.UN) (the
"REIT"), an owner and operator of commercial real estate, today
announced that it has entered into an amendment (the "Amendment")
to its management agreement (the "Management Agreement") with Slate
Management ULC, the REIT's external manager (the "Manager"), to,
among other things, accelerate the termination the Management
Agreement and internalize the REIT's management (the
"Internalization") effective December 31,
2024.
As a key step of the Internalization, the REIT also announced
today that it will change its name to "Ravelin Properties
REIT".
"The Board is eager to enter a new chapter for the REIT, which
begins with an internalized management team. We believe that the
Internalization will significantly reduce costs for the REIT by
eliminating the fees payable under the Management Agreement and
better align the interests of management with the REIT's
unitholders to drive long-term value," commented George Armoyan, Chair of the Board of
Trustees.
Key Terms of Amendment
Pursuant to the Amendment, the previously announced termination
date of the Management Agreement has been accelerated from
March 30, 2025 to December 31, 2024. As part of the acceleration,
the REIT will make a $2 million
termination payment to the Manager, which represents the
approximate net present value of the amounts owing to the Manager
if the Management Agreement terminated on March 30, 2025.
The Amendment also provides for certain other ancillary matters
relating to the Internalization, including allowing employment
offers to be made by the REIT to certain employees of the Manager,
and terminating the Manager's trustee nomination rights.
New Leadership
As part of the Internalization, Shant
Poladian will be appointed as Chief Executive Officer of the
REIT effective on or about January 1,
2025. Mr. Poladian was appointed to the Board of Trustees on
November 18, 2024 and will continue
to serve as a Trustee.
"Since joining the Board, Shant has been actively involved in
guiding the REIT through the management internalization process.
This has allowed us to reduce the original 180-day internalization
timeline from March 30, 2025 to
December 31, 2024. While there
is important work ahead of us, we are confident that Shant is well
suited to lead the internal team going forward, and execute on the
REIT's new strategic direction," commented Mr. Armoyan.
Name Change & Ticker Symbol Changes
The name change of the REIT is expected to become effective
December 31, 2024. In connection with
the name change, the REIT will also change its ticker symbols on
the Toronto Stock Exchange for its units from SOT.UN to RPR.UN and
for its 9.00% debentures, 5.50% debentures and 7.50% debentures
from SOT.DB, SOT.DB.A and SOT.DB.B to RPR.DB, RPR.DB.A and
RPR.DB.B, respectively.
The new CUSIP number for the REIT's units is 75419Y102 and the
new CUSIP numbers for its 9.00% debentures, 5.50% debentures and
7.50% debentures are 75419YAA0, 75419YAB8 and 75419YAC6,
respectively. The transfer agent of the REIT continues to be TSX
Trust Company. There is no change in the capitalization of the REIT
in connection with the change of name and trading symbol. No action
will be required by existing unitholders with respect to the name
change and trading symbol change. Unitholders holding unit
certificates of the REIT can request a replacement certificate,
however new certificates are not required and will not be
automatically issued.
In order to reflect the Internalization and name change, the
REIT will enter into an amended and restated declaration of trust
effective December 31, 2024, a copy
of which will be filed under the REIT's profile on SEDAR+ at
www.sedarplus.ca.
About Slate Office REIT (TSX: SOT.UN)
The REIT owns and operates a portfolio of well-located
commercial real estate assets in North
America and Europe. The
majority of the REIT's portfolio is comprised of government and
high-quality credit tenants. Visit slateofficereit.com to learn
more.
Forward-Looking Statements
Certain information herein constitutes "forward-looking
information" as defined under Canadian securities laws which
reflect management's expectations regarding objectives, plans,
goals, strategies, future growth, results of operations,
performance, business prospects and opportunities of the REIT. The
words "plans", "expects", "does not expect", "scheduled",
"estimates", "intends", "anticipates", "does not anticipate",
"projects", "believes", or variations of such words and phrases or
statements to the effect that certain actions, events or results
"may", "will", "could", "would", "might", "occur", "be achieved",
or "continue" and similar expressions identify forward-looking
statements. Such statements in this news release may include,
without limitation, statements pertaining to the REIT's
expectations regarding the internalization of management of the
REIT and the benefits therefrom, the anticipated timing for
appointment of Shant Poladian as
Chief Executive Officer, the anticipated timing for the REIT's name
change and ticker symbol changes and the entering into of an
amended and restated declaration of trust. Such forward-looking
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations.
Forward-looking statements are necessarily based on a number of
estimates and assumptions that, while considered reasonable by
management as of the date hereof, are inherently subject to
significant business, economic and competitive uncertainties and
contingencies. When relying on forward-looking statements to make
decisions, the REIT cautions readers not to place undue reliance on
these statements, as forward-looking statements involve significant
risks and uncertainties and should not be read as guarantees of
future performance or results, and will not necessarily be accurate
indications of whether or not the times at or by which such
performance or results will be achieved. A number of factors could
cause actual results to differ, possibly materially, from the
results discussed in the forward-looking statements, including
those risks and uncertainties relating to: the REIT's need for
additional funding in the near term and amendments to its existing
indebtedness in order to continue as a going concern as further
described under the heading "Risks and Uncertainties" in the REIT's
management's discussion and analysis for the period ending
September 30, 2024, available on
SEDAR+ at www.sedarplus.ca under the REIT's issuer profile; and
other risks and uncertainties contained in the filings of the REIT
with securities regulators on SEDAR+.
SOURCE Slate Office REIT