Slate Office REIT (TSX: SOT.UN) (the “REIT”), an owner and
operator of high-quality workplace real estate, announced today
that it is amending and updating the REIT’s slate of management
nominees to be considered for election at its upcoming annual
meeting of unitholders scheduled to be held on May 3, 2024
(including any postponement or adjournment thereof, the “Meeting”),
and as such is providing certain information supplemental to that
contained in its management information circular dated March 20,
2024 (the “REIT Circular”).
Background to Trustee Resignation and Updated Nominees for
Election
In February 2023, the REIT entered into a settlement agreement
with G2S2 Capital Inc. (“G2S2”), the sole shareholder of Armco
Alberta Inc. (“Armco”), both entities affiliated with current
trustee George Armoyan. In connection with that initial settlement
agreement, the parties agreed to appoint G2S2 Chairman George
Armoyan and his designated nominee – Jean-Charles Angers – to the
board of trustees of the REIT (the “Board”) effective immediately
following the entering into of such settlement agreement.
Subsequently, in January 2024, in connection with securing G2S2’s
support for an amendment to the REIT’s declaration of trust and
G2S2 agreeing to provide credit support for certain obligations
that the REIT had undertaken, G2S2 required that the settlement
agreement be amended to provide for a reduction in the size of the
Board to six trustees (previously agreed in the original settlement
agreement to be eight), of which two trustees would be nominees of
Slate Asset Management L.P. (Blair Welch and Brady Welch) and two
would be nominees of G2S2 (George Armoyan and Jean-Charles
Angers).
Since the date of the initial settlement agreement, the nominees
of G2S2 have continued to be George Armoyan and Jean-Charles
Angers. In connection with the Meeting, and on the recommendation
of the Compensation, Governance and Nominating Committee (the
“Governance Committee”), the Board approved a slate of six nominees
for election by the unitholders at the Meeting, which slate was to
be comprised of Samuel Altman, Jean-Charles Angers, George Armoyan,
Lori-Ann Beausoleil, Blair Welch and Brady Welch. Accordingly, the
REIT Circular delivered to unitholders prior to the date hereof
included such slate for consideration by the unitholders.
Subsequent to the delivery and filing of the REIT’s materials
related to the Meeting (including the REIT Circular, form of proxy
and voting instruction form), the REIT received notice (the
“Notice”) from Armco of its intention to nominate two additional
individuals – Brian Luborsky and Scott Dorsey – for election as
trustees at the Meeting, and G2S2 and Armco have since filed a
dissident information circular (the “G2S2 Circular”) and form of
proxy in respect of those nominations, including a recommendation
to unitholders that votes be withheld in respect of the election of
two of the independent trustees – Jean-Charles Angers and Lori-Ann
Beausoleil – at the Meeting.
Following receipt of the Notice, Lori-Ann Beausoleil advised the
Board that she is declining to stand for re-election to the Board
and tendered her resignation as a trustee of the REIT effective May
2, 2024 and, thus, will not be standing for re-election at the
Meeting. Following unsuccessful attempts by the REIT to come to a
cooperative outcome with Mr. Armoyan, and in light of the
resignation of one of the Board's nominees for election at the
Meeting, on the recommendation of the Governance Committee, the
Board resolved to nominate Scott Dorsey in place of Ms. Beausoleil
and to add Mr. Dorsey to the REIT’s slate of management nominees to
be considered for election as trustees at the Meeting. Mr. Dorsey
is also one of the individuals put forward by Armco.
Mr. Dorsey has consented to being nominated by the REIT and
acting as a trustee of the REIT, if elected at the Meeting.
Accordingly, all references in the REIT Circular which refer to the
names of the trustees being put forward for election, should be
read to refer to Mr. Dorsey, rather than Ms. Beausoleil, as the
context requires.
About New Nominee – Scott Dorsey
Scott Dorsey founded and has served as the managing director of
Marckenz Group Limited since 2008. Mr. Dorsey has spent over 30
years in the investment banking industry with leading Canadian and
international firms. Prior to founding Marckenz, Mr. Dorsey spent
12 years at Scotia Capital, serving in roles including industry
head of the communications, media and technology investment banking
group and managing director of the mergers and acquisitions group.
Prior to joining Scotia Capital, Mr. Dorsey was a vice president in
mergers and acquisitions at Rothschild Canada and began his career
at Merrill Lynch. Mr. Dorsey holds a Bachelor of Mathematics in
Computer Science from the University of Waterloo and a Masters of
Business Administration from the University of Western Ontario. Mr.
Dorsey currently sits on several other private company boards of
directors.
From 2019 to 2023, Mr. Dorsey served as CEO of Sim Digital, one
of Canada’s largest service providers to the feature film and
television industry. Sim’s studio leasing business leased a
portfolio of more than 600,000 square feet of stage space, located
in Ontario and British Columbia, to film and television industry
clients. Mr. Dorsey is currently overseeing the proposed
development of a 15-acre site in Mississauga, Ontario, to
ultimately build as much as one million square feet of premium
studio and ancillary space to lease to the film and television
industry.
Mr. Dorsey is independent within the meaning of applicable
Canadian securities laws and has advised the REIT that he does not
currently beneficially own, control and/or direct any units of the
REIT.
The below sets forth certain additional information regarding
Mr. Dorsey, which supplements the information contained in the REIT
Circular under the heading “Business of the Meeting – Election of
Trustees – Nominees for Election”:
Scott Dorsey Ontario, CA
Age: 59
Status: Independent
Trustee Since:
N/A
Areas of Expertise:
Finance & Audit/Capital Markets,
Real Estate/Office, Senior Leadership:
CEO/Senior Officer of Public or Private Company, International
Business Experience, Risk Management
Mr. Scott Dorsey has served as the
managing director of Marckenz Group Limited since 2008. Mr. Dorsey
has spent over 30 years in the investment banking industry with
leading Canadian and international firms. Prior to founding
Marckenz, Mr. Dorsey spent 12 years at Scotia Capital, serving in
roles including industry head of the communications, media and
technology investment banking group and managing director of the
mergers and acquisitions group. Prior to joining Scotia Capital,
Mr. Dorsey was a vice president in mergers and acquisitions at
Rothschild Canada and began his career at Merrill Lynch. Mr. Dorsey
holds a Bachelor of Mathematics in Computer Science from the
University of Waterloo and a Masters of Business Administration
from the University of Western Ontario. Mr. Dorsey currently sits
on several other private company boards of directors.
From 2019 to 2023, Mr. Dorsey served as
CEO of Sim Digital, one of Canada’s largest service providers to
the feature film and television industry. Sim’s studio leasing
business leased a portfolio of more than 600,000 square feet of
stage space, located in Ontario and British Columbia, to film and
television industry clients. Mr. Dorsey is currently overseeing the
proposed development of a 15-acre site in Mississauga Ontario, to
ultimately build as much as one million square feet of premium
studio and ancillary space to lease to the film and television
industry.
Board/Committee Membership
Public Board Membership
N/A
N/A
N/A
Board & Committee
Attendance During 2023
Board of
-
Audit
Committee
-
Investment
Committee
-
Governance
Committee
-
Special
Committee
-
Total Trustees
Attendance
-
Number of Units, Deferred Units (DUs), and
Special Voting Units Beneficially Owned, Controlled or Directed
Year
Units
DUs
Special Voting Units
Total Number of Units and DUs
Market Value
Date at which Unit Ownership
Guideline is to be met
2023
-
-
-
-
-
N/A
REIT Management’s Recommendations
The REIT is confident in the skills and experience of its
revised slate of management nominees for election at the Meeting,
which includes the re-election of two trustees previously put
forward by G2S2 and Armco (George Armoyan and Jean-Charles Angers),
the election of one new independent nominee (Samuel Altman), along
with Blair Welch, Brady Welch and new trustee nominee Scott
Dorsey.
Accordingly, the REIT recommends that unitholders vote
FOR the election of its six management
nominees for election as trustees at the Meeting.
Voting, Proxies and Revocation of Proxies
The withdrawal of Ms. Beausoleil and proposed nomination of
Mr. Dorsey in her stead will not affect the validity of the WHITE
form of proxy or voting instruction form previously delivered to
unitholders in connection with the Meeting, nor any proxy votes
already submitted in respect of the other trustee nominees or in
respect of the other resolutions to be put to unitholders for
approval at the Meeting. Management will not be issuing a new
form of proxy or voting instruction form to reflect the change to
the slate of nominees described herein. The WHITE form of proxy
previously distributed provides management (or such other person
designated as proxyholder therein) with discretionary authority to
vote on amendments or variations to matters coming before the
Meeting. The REIT will disregard any votes cast for or withheld in
respect of the election of Ms. Beausoleil as a trustee of the REIT
at the Meeting. Unitholders who have not yet voted are encouraged
to use the REIT’s WHITE form of proxy that has previously been
delivered to them for the purposes of the Meeting.
A copy of the WHITE form of proxy can be found under the REIT’s
issuer profile on SEDAR+ at www.sedarplus.ca. In the absence of
specific instructions to the contrary, at the Meeting the nominees
of management identified on the form of proxy or voting instruction
form delivered by or on behalf of the REIT will vote FOR the election of each of Samuel Altman,
Jean-Charles Angers, George Armoyan, Scott Dorsey, Blair Welch and
Brady Welch as trustees of the REIT for the ensuing year.
Unitholders are urged to read the REIT Circular together with
this press release and return their completed WHITE form of proxy
or voting instruction form as soon as possible, and in any event
not later than 11:30 a.m. (Eastern Daylight Time) on May 1, 2024,
or, if the Meeting is adjourned or postponed, 48 hours (excluding
Saturdays, Sundays and statutory holidays) before any adjourned or
postponed meeting, in accordance with the instruction set out in
such WHITE form of proxy or voting instruction form.
For further information about how to vote, refer to the section
of the REIT Circular entitled “Proxy and Voting Information” and
the WHITE form of proxy or voting instruction form previously
delivered to you. If you have already voted using a blue proxy
distributed by G2S2, you may vote again using the REIT’s WHITE form
of proxy or voting instruction form and any later dated proxy will
automatically revoke an earlier dated proxy. While the REIT
recommends that unitholders disregard the blue proxy distributed by
G2S2, if you plan to vote using such blue proxy, the REIT
recommends voting FOR Samuel
Altman, Jean-Charles Angers, George Armoyan, Scott Dorsey, Blair
Welch and Brady Welch, and WITHHOLD in
respect of Brian Luborsky. Unitholders who have already
completed and provided forms of proxy or voting instruction forms
and wish to revoke such proxies or voting instructions in light of
the information provided in this press release should refer to the
sections of the REIT Circular entitled “Proxy and Voting
Information – Revocation of Proxies”, in the case of registered
unitholders, and “Proxy and Voting Information – Advice to
Beneficial Unitholders”, in the case of beneficial unitholders, for
further information.
A copy of the REIT Circular continues to be available under the
REIT’s issuer profile on SEDAR+ at www.sedarplus.ca and on the
REIT’s website at www.slateofficereit.com.
About Slate Office REIT (TSX: SOT.UN)
Slate Office REIT is a global owner and operator of high-quality
workplace real estate. The REIT owns interests in and operates a
portfolio of strategic and well-located real estate assets in North
America and Europe. The majority of the REIT’s portfolio is
comprised of government and high-quality credit tenants. The REIT
acquires quality assets at a discount to replacement cost and
creates value for unitholders by applying hands-on asset management
strategies to grow rental revenue, extend lease term and increase
occupancy. 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 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. Additional
information about risks and uncertainties is contained in the
filings of the REIT with securities regulators.
SOT-SA
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Investor Relations +1 416 644 4264 ir@slateam.com
Slate Office REIT (TSX:SOT.UN)
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