Dream Impact Trust (MPCTUN) Earnings Call Transcript & Summary

Good morning, and welcome to the Annual and Special Meeting of Unitholders of Dream Impact Trust. Your host for today is Mr. Amar Bhalla, Chair of the Board of Dream Impact Trust. Mr. Bhalla, please go ahead.

Thank you, and good morning, everyone. As this meeting is held virtually via live audio webcast, for the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. Registered unitholders and duly appointed proxy holders will be asked to vote on each business item. At any time during the meeting, registered unitholders who have not already provided voting instructions or appointed a proxy holder that are logged on and which to vote the units may do so by clicking on the vote here button on your screen and following the instructions provided. Proxy holders may also vote now using the same method. The polls will remain open until just before the conclusion of the formal business of the meeting. If you voted your units prior to the start of the meeting, your vote has been received by the scrutineers, and there is no need to vote those units during the meeting unless you wish to revoke or change your vote. We've been advised by Broadridge Financial Solutions, Inc., that based on the proxies deposited with them, enough votes have been cast to carry each of the motions. Unitholders or proxy holders may ask questions at any time during the meeting by submitting the question in writing in the text box labeled ask a question. We will respond to questions received on the matters of formal business just prior to closing the polls for voting. Questions that are not received by that time or which do not relate to the formal business of the meeting will be addressed in the question-and-answer session following the conclusion of the meeting. If unitholders or proxy holders wish to ask questions about the trust business, you may do so at any time during the meeting or during the question-and-answer session following the conclusion of the formal business of the meeting. We will now proceed with the formal portion of today's meeting. To expedite the formal part of the meeting, I will move and ask [ Shannon McCree. ] She will second all motions. So I will act as Chair of the meeting. Robert Hughes will act as secretary of the meeting. For the purposes of this meeting, I appoint Leanne Branston and Rosemary Colakic of Broadridge Financial Solutions to act as scrutineers to compute the votes of any polls taken at this meeting and to report thereon. The Board of Trustees fixed April 16, 2021, as the record date for determining unitholders entitled to vote at this meeting. An Affidavit has been delivered from Broadridge attesting to the mailing of the notice of availability of proxy materials and the voting instruction form or proxy -- or form of proxy, excuse me. Our circular and other meeting materials were made available through the notice and access system. I would ask the secretary to place the affidavit before the meeting and to keep the affidavit with the corporate records. I am pleased to announce that there are present by proxy a sufficient number of the voting units of the trust to constitute a quorum. Accordingly, this meeting is duly called to order and properly constituted for the transaction of business. After our formal business is concluding, our management team will provide a few brief remarks, and then there will be an opportunity to ask questions. Please hold questions that do not relate to the formal business of the meeting until that time. The first item of business is the presentation of the Trust's 2020 annual report, which contains the trust audited financial statements for 2020. I note that the secretary is placed before the meeting a copy of the 2020 annual report. The next item of business is to vote on a special resolution authorizing certain amendments to the declaration of Trust -- of the trust in the form set out in the circular dated April 23, 2021. In order to be effective, the resolution must be approved by at least 66 and 2/3 of the votes tasked by unitholders who vote on this resolution. I move to approve the resolution in the form set out in the circular, starting on Page 14. May I have a seconder?

I second the motion.

The next item of business is the election of prestige. The fortrust needs to be elected by the unitholders of the Trust shall hold office until the close of business on the first annual meeting of unitholders of the trust following election or until their successors are elected or appointed. The 4 nominees are: Pauline Alimchandani; Karine MacIndoe; Michael Tsourounis; and myself. Each of the persons nominated has confirmed that he or she is prepared to serve as a trustee, Mr. Hughes, have we received any other nominations?

No, we have not.

Since there are no other nominations, I declare the nominations closed and I move a motion to elect a trustees. The next item of business is the appointment of auditors. The Audit Committee and the Board of Trustees have recommended the reappointment of PricewaterhouseCoopers LLP, chartered professional accountants as auditors. I move that PricewaterhouseCoopers LLP be appointed auditors of the trust until the next annual meeting of unitholders and that the Board of Trustees be authorized to fix their remuneration. May I have a seconder?

I second the motion.

The last item of business is to vote on resolution authorizing the issuance and delivery of up to 5 million units of the Trust to Dream Asset Management Corporation, the asset manager of the trust, valued at the most recent year-end NAV per unit and satisfaction of the management fees payable under the management agreement for the period from January 1, 2021 to December 31, 2023. As contemplated by the letter agreement, all as more particularly described in the management information circular. In order to be effective, this resolution must be passed by a majority of votes cast by the unitholders who vote on this resolution. Dam and its associates and affiliates will not be voting on this resolution because of their interest in the transaction. I move to approve the fee proposal resolution authorizing the issuance and delivery of up to 5 million units of the trust to Dream Asset Management Corporation as set out, starting on Page 23 of the circular. May I have a seconder?

I second the motion.

Thank you. We will be closing the polls for voting momentarily. Before we do so, I will ask Mr. Hughes whether we have received any questions relating to the formal items of business on our agenda today.

No, we have not.

Now that everyone has had the opportunity to vote, I now declare the polls for the 2021 annual meeting of unitholders of Dream Impact Trust closed. I've been advised by the scrutineers that at least 66 and 2/3 of the proxies received by management prior to the meeting have been voted for the special solution authorizing the amendments to the declaration of trust and that a significant majority of the proxies received by management prior to the meeting have been voted for the election of trustees. The appointment of auditors and the resolution to approve the issuance of units to dam. I, therefore, confirm that the 4 nominees for election of trustees have been elected as trustees and confirm the motion to appoint the auditors, the motion to amend the declaration of Trust -- of the Trust and the motion of the issuance of units that dam have carried. I would ask that the scrutineers compile the report regarding the results of voting on all business matters. Results will be published on SEDAR and results of the trustee election issued by press release later today. The formal items of business as set out in the notice of meeting have now been dealt with. As there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded. I now invite Mr. Michael Cooper, Portfolio Manager of the Trust, to provide a few brief remarks. After Mr. Cooper's remarks, you will have a question period. [Operator Instructions] Mr. Cooper, please go ahead.

Thank you very much, and welcome, everybody, to our meeting. We've been marketing fair amounts, and we just had an impact and sustainable conference about 3 weeks ago. So I'll keep my comments relatively short. Over the last 12 months, we have focused the business on Impact Investing. Impact Investing is investing to maximize the good for society from our activities as well as our financial returns. We've always invested this way, but it is only recently that has become a structured asset class. With our experience and our assets, we concluded we were well positioned to become a leader in this asset class. This asset class Impact Investing is going very fast, and we believe that it has an unlimited future. We are very early adopters of this investment focus. We believe that there will be tremendous demand for opportunities to invest under this method. Since we announced the impact focus in October, our stock rates up more than 35%. We're pleased with this progress. In October, we became a signatory to the operating principles for impact management. We then filed our Impact framework and Impact report on May 3 this year. The famework provides a methodology to view the significance of our Impact and to verify the extent of our Impact. Well, it's all the work that we have done this year, the Dream Impact Trust is one of the leaders in its field. We are pleased with the performance of the portfolio, about 80% of the assets are Impact. We have acquired our first two income properties under our Impact framework. We're completing impact developments in the national capital region and in Toronto, and we expect these to come online soon. We also expect to acquire existing income properties that we can apply our Impact framework to in order to make a meaningful contribution to society as we grow our recurring income and our financial returns as well. This Friday, the Las Vegas Virgin Hotel will have its grand opening. This is our largest non-impact investment. We are looking forward to seeing its performance as the renovation is very exciting, and the restaurants, bars and shows are very much in demand. The plan has always been to sell the asset on stabilization, and we hope that, that sale occurs within the next 24 months. The balance of the assets are focused on providing affordable housing, inclusive communities and resource management. We are particularly pleased with the projects that we have commenced that are in partnership with indigenous groups. And we continue to work with indigenous groups to try to create more support and inclusiveness for this group. We're also working closely with the city province and federal government on affordable housing projects. We are making good progress on creating more ways for development and existing income properties be inclusive, and we'll have more to report on this shortly. We are also currently working on specific acquisitions of income properties and bidding on development properties. With all the work we've done over the last 9 months to create our Impact platform, we are getting attention from some global investors. We're looking forward to traveling soon to see them in Europe and the U.S. Our business still trades at a discount, which we intend to close through continuing to lead in our asset class and introducing our business to new investors. We are focusing not only on real estate investors, but also on dedicated responsible investors, which make up about 1/3 of all capital under management. We believe that by attracting new investors of scale, we can narrow the value gap and then grow our capital base to improve our financial returns and increase the amount of deposit impact we can bring to our communities. It is very early in the adoption of this asset class. We expect we will need to be patient, but our patience will be well rewarded. Dream is committed to the asset class and this business as we have acquired units amounting to 27% of the outstanding units. And based on the vote today, all of our fees will be paid in units at the net asset value for the next 3 years. We are pleased to support the business by preserving cash and investing in the company at fair value. Over the last 9 months, we've already had a reasonable turnover of our unitholders as we have attractive responsible investors. We would like to welcome our new owners. I would also like to thank our prime investors, who have chosen to continue as investors under our new mandate. Thank you for your support and interest in our company. We would be happy to answer your questions at this time.

Mr. Cooper, we have received no questions, you may conclude the meeting.

Thank you. And once again, I'd like to thank everyone for having interest in our business, and we look forward to reporting back to you each quarter. Thank you very much.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.