MONTREAL, QUEBEC -- (Marketwire) -- 02/15/13 -- Taggart Capital Corp. (the "Company") (TSX VENTURE: TAG) announced today that it has filed a management information circular (the "Information Circular") and notice of annual and special meeting in respect of its previously announced reorganization by way of plan of arrangement (the "Arrangement") under the Business Corporation Act (Ontario) (the "OBCA") whereby it intends to convert into a real estate investment trust (a "REIT") to be named PRO Real Estate Investment Trust ("PROREIT"), subject to receipt of all necessary approval, including the approval of the TSX Venture Exchange (the "Exchange") and the shareholders of the Company (the "Shareholders"). As previously disclosed, the Company completed its Qualifying Transaction on January 29, 2013, as defined under Exchange Policy 2.4 - Capital Pool Companies, and is now listed as a Tier 1 Real Estate Issuer on the Exchange.
Pursuant to the Arrangement, among other things, the issued and outstanding common shares of the Company ("Shares") will be exchanged for units of PROREIT ("Units") on a 10 for 1 basis (1 Unit for every 10 Shares). Upon completion of the Arrangement, PROREIT is expected to meet all of the minimum listing requirements for a Tier 1 Real Estate Issuer.
Management and the Board of Directors of the Company (the "Board of Directors") have considered and concluded that the reorganization of the Company into a REIT in the manner contemplated by the Arrangement is an optimal strategy to increase value to Shareholders. The Company has decided to pursue the Arrangement and related transactions as management believes the resulting trust structure will: (i) enhance Shareholder value, (ii) create a favourable platform for growth and development of the properties and business of the Company, and (iii) ultimately provide a vehicle to deliver cash flow from the business of the Company to security holders in a tax efficient manner.
The closing of the Arrangement is subject to a number of conditions, including, among other things, (i) the approval of the Arrangement by 66 2/3% of the Shareholders and with a vote passed by the majority of the minority of the Shareholders (the "Majority of the Minority Shareholder Approval"), (ii) the receipt of the final order from the Ontario Superior Court of Justice (the "Court") and, (iii) the final approval of the Arrangement by the Exchange. In the event that the necessary approvals are not obtained for the proposed Arrangement, management of the Company will continue to identify and evaluate real estate property that it considers appropriate for the Company. In such an event, management of the Company would also consider the appropriate time to reorganize the Company into a real estate investment trust by way of a plan of arrangement.
Information About the Meeting
The annual and special meeting (the "Meeting") of the Shareholders will be held at 9:00 a.m. (E.S.T.) on March 8, 2013, at 1000 De La Gauchetiere Street West, Suite 2100, Montreal, Quebec, H3B 4W5.
Each person who is a holder of record of Shares at the close of business on February 4, 2013 (the "Record Date") is entitled to receive notice of, and to attend and vote at the Meeting and any adjournment thereof, provided that to the extent that a person has transferred any Shares after the Record Date and the transferee of the Shares establishes that the transferee owns the Shares and demands not later than 10 days before the Meeting to be included in the list of holders eligible to vote at the Meeting, the transferee will be entitled to vote the Shares at the Meeting.
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