Lakeview Hotel REIT Announces Plan to Convert to a Corporation
08 Ottobre 2012 - 6:48PM
PR Newswire (Canada)
/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO
U.S NEWS WIRE SERVICES/ WINNIPEG, Oct. 11, 2012 /CNW/ - Lakeview
Hotel Real Estate Investment Trust (the "REIT") today announced
that the REIT and its affiliated entities, Lakeview Hotel REIT
Operating Trust, Lakeview Flag Operating LP General Partner Inc.,
Lakeview Management G.P. I Inc., Lakeview Flag Operating Limited
Partnership, Lakeview Management Inc., as well as a newly
incorporated corporation named "Lakeview Hotel Investment Corp."
have entered into an agreement (the "Arrangement Agreement")
relating to a proposed conversion of the REIT from a trust to a
corporation (the "Conversion") pursuant to a statutory plan of
arrangement (the "Plan of Arrangement") under the Canada Business
Corporations Act (the "CBCA"). The Conversion will be presented to
holders ("Unitholders") of trust units ("Units") of the REIT for
approval at a special meeting (the "Meeting ") of the Unitholders
at a date and time to be determined. If approved, the Conversion
will result in the reorganization of the REIT into a new
corporation called Lakeview Hotel Investment Corp. ("LHIC"). Based
on their review of the REIT's current income trust structure, the
Board of Trustees of the REIT and management noted that there is
diminishing value to remaining as an income trust as it no longer
provides any meaningful benefits to the REIT or its
Unitholders. The proposed corporate structure would eliminate
the risks and uncertainty facing the REIT as a result of the tax
legislation relating to income trusts and will be better suited to
the REIT's growth strategy. The board of trustees of the REIT
believes that the Conversion is in the best interests of the REIT
and has unanimously determined that the Conversion is fair to
Unitholders and in the best interests of the REIT and unanimously
recommends that Unitholders vote in favour of the Conversion at the
Meeting. Pursuant to the Conversion: (i) Unitholders will receive
one common share in LHIC for each Unit held on a one for one basis;
and (ii) Holders of options to acquire Units will receive options
to acquire common shares of LHIC which provide for the same vesting
provisions, exercise prices and expiry dates; As a condition of the
completion of the Conversion, the obligations of the REIT under its
Class C Redeemable Subordinated Debentures, its Class D Redeemable
Subordinated Debentures and its warrants outstanding immediately
prior to the Conversion will be assumed by LHIC pursuant to the
successor provisions of the trust indentures governing such
debentures and the successor provisions of the warrant indenture
governing such warrants, respectively. In addition, holders
of the REIT's warrants will be entitled to exercise such warrants
for the same number of common shares of LHIC on the same terms and
conditions as they can currently exercise such warrants into Units
of the REIT. The board of directors of LHIC will be comprised of
the current trustees of the REIT. The services agreement
entered into by Lakeview Management Inc. and the REIT whereby
certain management individuals provided by Lakeview Management Inc.
serve as management of the REIT will be assigned by the REIT to
LHIC. Such senior management of LHIC include Mr. Keith Levit
as President and Chief Executive Officer, Mr. Rudy Beyer as Chief
Financial Officer and Avrum Senensky as Executive Vice-President.
The hotel properties of LHIC will continue to be managed by
Lakeview Management Inc. Completion of the Conversion is subject to
a number of conditions, including the approval of Unitholders, the
TSX Venture Exchange and the Manitoba Court of Queen's Bench, as
well as receipt of all required consents, orders, approvals,
authorizations and releases, if any, from third parties. Full
details of the proposed Conversion will be contained in a
management information circular anticipated to be mailed to
Unitholders in November, 2012 in connection with the Meeting. Among
other items of business, Unitholders will be asked to consider, and
if thought advisable approve, the Conversion at the Meeting. There
can be no assurance at this time that all approvals, consents and
conditions required to effect the Conversion will be obtained or
satisfied, as applicable, within that timeframe or at all.
Accordingly, there can be no assurance that the Conversion will be
completed on the terms described in this news release or at all.
Notice to Readers Included in this Press Release, are
"forward-looking statements" as defined under applicable Canadian
securities legislation. These forward-looking statements typically,
but not always, contain words such as "anticipate", "does not
anticipate", "believe", "estimate", "forecast", "intend", "expect",
"does not expect", "may", "will", "should", "plan" or other similar
terms that are predictive in nature. These statements are not
historical facts, but instead only represent management's
expectations, estimates, assumptions, plans, and projections
concerning the outcome of future events. Forward-looking statements
rely on certain underlying assumptions that, if not realized, can
result in such forward-looking statements not being achieved.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that could cause the actual results
of the REIT to be materially different from the historical results
or from any future results expressed or implied by such
forward-looking statements. Readers are therefore cautioned that
management's expectations, estimates and assumptions, although
considered reasonable, may prove to be incorrect and readers should
not place undue reliance on forward-looking statements.
Forward-looking statements, by their nature, are based on
assumptions and are subject to important risks and uncertainties.
Any forecasts or forward-looking predictions or statements cannot
be relied upon due to, amongst other things, changing external
events and general uncertainties of the business and its corporate
structure. Results indicated in forward-looking statements may
differ materially from actual results for a number of reasons,
including without limitation, competitive conditions, whether
related to new competitors or current competitors; general economic
conditions, levels of travel in the REIT's key market areas,
political conditions and events, competitive pressures; changes in
demographic trends; changes in consumer preferences and
discretionary spending patterns; changes in national and local
business and economic conditions; changes in legislation and
governmental regulation; changes in accounting policies and
practices; the results of operations and financial condition of
LHIC; the delay of or the inability to complete the proposed
Arrangement on the contemplated terms; and the challenges related
to the re-integration of the combined businesses' operations. The
forward-looking statements contained herein represent the
expectations of management as of the date of this Press Release,
and are subject to change after such date. However, the REIT
disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise, except as required under applicable
securities laws. About the REIT Lakeview REIT is a real estate
investment trust, which is listed on the TSX Venture Exchange under
the symbol "LHR.UN". Lakeview REIT receives income from
ownership, management and licensing of hotel properties. For
further information on Lakeview REIT please visit our website
www.lakeviewreit.com. Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release. Lakeview Hotel Real
Estate Investment Trust CONTACT: Keith Levit, President, or Avrum
Senensky, Executive VicePresidentTel: (204) 947-1161, Fax: (204)
957-1697,Email asenensky@lakeviewhotels.com
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