Granite Real Estate Investment Trust (“Granite REIT”) and Granite REIT Inc. (“Granite GP” and, together with Granite REIT, “Granite”) (TSX: GRT.UN; NYSE: GRP.U) announced today that, at the upcoming Joint Annual General and Special Meetings of holders of Granite’s stapled units (“Stapled Units”) scheduled for June 6, 2024, they intend to propose an internal reorganization (the “Reorganization”) that would simplify Granite’s capital structure by replacing its current Stapled Unit structure with a conventional REIT trust unit structure.
The Stapled Unit structure was established in 2013 to accord greater flexibility as to the use for Canadian tax purposes of capital losses. Since this time, a significant portion of those losses have now been utilized. As a result of the Reorganization, Granite REIT expects it will be more comparable to other Canadian real estate investment trusts due to its simplified structure, and that certain investors may therefore be more able or willing to invest in Granite REIT units rather than Stapled Units.
Currently, Granite unitholders hold Stapled Units, each of which consists of one Granite REIT unit and one common share of Granite GP. In the Reorganization (i) the two components of each Stapled Unit will be uncoupled, (ii) the common shares of Granite GP currently held by Granite unitholders will be automatically exchanged for fractional Granite REIT units and (iii) the Granite REIT units will be consolidated back to the number of Stapled Units outstanding before the exchange occurred.
As a result of the Reorganization, each Granite unitholder will hold a number of Granite REIT units equal to the number of Stapled Units they hold currently, and Granite GP will become a wholly-owned subsidiary of Granite REIT. The Granite REIT units will trade on the Toronto Stock Exchange (the “TSX”) and on the New York Stock Exchange (the “NYSE”) under the current ticker symbols for the Stapled Units (being “GRT.UN” and “GRP.U”, respectively).
The Joint Annual General and Special Meetings of holders of Granite REIT units and holders of Granite GP common shares are scheduled to be held virtually on June 6, 2024 to consider, in addition to customary annual meeting matters, the Reorganization, as will be further described in the management information circular/proxy statement (the “Circular”) to be filed by Granite in the coming weeks.
The Reorganization will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). Granite has obtainedan interim order from the Supreme Court of British Columbia with respect to, among other things, the calling and holding of the Meetings in connection with the proposed Reorganization.
The Reorganization is subject to the approval of the holders of Granite REIT units by way of the affirmative vote of not less than two-thirds of the votes cast by holders of Granite REIT units present in person (including online) or by proxy at the Meetings, and the approval of the holders of Granite GP common shares by way of the affirmative vote of not less than two-thirds of the votes cast by holders of Granite GP common shares present in person (including online) or by proxy at the Meetings. In addition, the Reorganization is subject to the satisfaction or waiver of certain customary conditions, including obtaining the approval of the TSX and the NYSE (which will be subject to Granite REIT satisfying customary listing requirements), approval by a final order of the Supreme Court of British Columbia and obtaining certain other required consents and approvals, including from applicable lenders.
The foregoing is qualified in its entirety by the more detailed information that will appear in the Circular. Granite unitholders are urged to carefully read the Circular, once available, before making their decision with regards to the Reorganization.
ABOUT GRANITE
Granite is a Canadian-based REIT engaged in the acquisition, development, ownership and management of logistics, warehouse and industrial properties in North America and Europe. Granite owns 143 investment properties representing approximately 62.9 million square feet of leasable area.
