H&R Real Estate Investment Trust (HRUN) Earnings Call Transcript & Summary

Good morning. I'd like to welcome everyone, and introduce myself. I'm Tom Hofstedter, CEO and Trustee of the REIT. As you're aware, this is a virtual unitholders' meeting in light of the ongoing COVID-19 pandemic. And to mitigate risks to the health and safety of our communities, unitholders, employees and other stakeholders, the REIT has decided this virtual-only format is the safest method of hosting this meeting while still allowing us to reach the greatest number of our unitholders as possible. We thank you all for joining us. We have ensured that this virtual meeting offers unitholders and duly appointed proxy holders the opportunity to participate in the meeting. As in past years, we expect that the vast majority of all the votes have been cast in advance of the meeting by proxy. However, registered unitholders and duly appointed proxy holders will be allowed to vote online at the meeting in accordance with the instructions to be provided. Only duly appointed proxy holders and valid unitholders may ask questions in the designated field in the web portal. [Operator Instructions] Given the virtual format of the meeting and in order for us to successfully undertake discussion on any matter proposed for a vote, we ask that any questions or comments you have that specifically relate to a formal item of business to be submitted now. When doing so, please make sure you clearly identify the applicable formal item on business to which your submission relates. And during the course of this meeting, such submissions will be addressed at the appropriate time prior to voting on the applicable motion. Before beginning the meeting, I'd like to remind unitholders that certain statements, which may include predictions, conclusions, forecasts or projections in response to questions that arise at today's meeting may contain forward-looking information, which reflect the current expectations of management regarding future events and performance are based on assumptions by management and are subject to risk and uncertainties, and speak only as of today's date. I now call the meeting to order. With the consent of trustees of the REIT and of the meeting, I will act as Chair of the meeting. Eric Moncik from Blake, Cassels & Graydon, legal counsel of the REIT, will act as the secretary of the meeting, and Broadridge Investor Communications Corporate by its representatives Jeri Trotter and Alicia Mohammed will act as scrutineers at the meeting. The notice calling this special meeting and the other requisite materials have been sent to those persons as required. The reading of the notes of special meeting will accordingly be waived. I've now received the scrutineer's preliminary report on attendance. As the preliminary scrutineer's report indicates that there are not less than 2 unitholders or proxy holders present and holding or representing in the aggregate not less than 25% of the defined total number of outstanding units of the meeting enjoined voting rights at this meeting, I declare a quorum for the meeting to be present. I therefore, declare the meeting to be regularly constituted. I'll now present the matters to be voted upon at the meeting being the approval of the arrangement of resolution -- and the arrangement of resolutions passed, approval of the equity plan resolution. The voting at today's meeting will be conducted by online ballot for all your matters. If you are a registered unitholder and has already submitted a completed proxy, there is no need for you to vote online as your vote will be recorded in accordance with your proxy instructions. However, if you wish to change your vote or if you are a registered unitholder or duly appointed proxy holder that has not already voted, you may view your available voting options and submit your vote by clicking on the Vote Here button on your screen and selecting one of the voting choices displayed on each item. Polls will be open for all items of business to be voted on at the same time. This will allow you to vote on each item admittedly or if you prefer, you may wait until the conclusion of discussion on each item prior to casting your vote. The polls in respect to each item of business will close immediately following the conclusion of such items of business. If they are not -- already have done so, unitholders and duly appointed proxy holders wishing to submit their questions or comments specific to these motions should do so now. Appropriate questions or comments will be read and responded to prior to the close of voting on these matters. Once discussion has concluded on the item of business, we will pause briefly so you can enter your votes. I will then declare voting closed on each such item of business. The results of the votes will be announced after the close of the meeting. I now declare the polls open on all items of business. As described in the management information circular sent to unitholders for the notice of the special meeting, the purpose of this meeting is to consider, and if deemed advisable, to pass the special resolution authorizing and approving our proposed plan arrangement, which would result in the spin-out of certain assets of the REIT to Primaris REIT, a newly formed REIT to be listed on TSX. If the arrangement resolution is passed, unitholders will also be asked to consider and if deemed advisable to pass an ordinary resolution authorizing, among other things, the incentive unit plan and unit option plan for Primaris. The reasons for seeking unitholder approval for the planned arrangement and the intent of the unit plan and unit option plan are set over the management information circular, which are accompanied with the notice of special meeting. I'll now address each proposal. The REIT unitholders and special voting unitholders are being asked to consider, and if deemed advisable, to pass with or without variation, the REIT arrangement of resolutions, authorizing and approving the planned arrangement among other things. In order for the arrangement resolution to be approved, it must have received an affirmative vote of not less than 2/3 of the votes cast with the meeting by [ these ] unitholders with special voting unitholders voting together. I'll now ask that someone move a resolution approving the arrangement resolution. And for your information, approximately 99.72% of the voting units represented by proxies submitted prior to the meeting have voted in favor of such a resolution.

I move that the REIT unitholders [ drop ] the arrangement resolution attached to Schedule A of the management information circular for this meeting dated November 5, 2021.

Thank you. Mr. [ Blumenthal ], have any questions or comments come in from the unitholders specifically on this matter?

Mr. Chairman, I confirm that we have not received any questions or comments from unitholders specifically relating to this item.

Thank you. We will pause momentarily to permit the scrutineers to provide me with the preliminary voting results. [Voting]

I now have the scrutineers' preliminary report, which states that the arrangement resolution has received the requisite number of votes accordingly. I declare the motion carried and arrangement resolutions approved. Given that the requisite unitholder approval was received for the arrangement resolution, we will now proceed with approving on behalf of Primaris REIT and Primaris REIT's unitholders, the equity plans resolution, establishing the equity base compensation plans for Primaris REIT. In order for the equity plan's resolution to be approved, it must receive a [ turn ] of vote not less than a majority of the votes cast at the meeting by the unitholders and special voting unitholders voting together. I'll now ask that someone move a resolution approving the plan's resolution. For your information, approximately 82.76% of the voting units represented by proxy submitted prior to the meeting have voted for such resolution.

I move that the REIT unitholders adopt the equity plan's resolution attached to Schedule [ B ] for the Management Information Circular of this meeting dated November 5, 2021.

Thank you. Mr. [ Blumenthal ], have any questions or comments coming on from the unitholders specifically on this matter?

Mr. Chairman, I confirm that we have not received any questions or comments from unitholders specifically relating to this item.

Thank you. We have now discussed all matters to be voted upon at the meeting, and it is agreed that everyone has had the opportunity to vote, I declare the polls for the special meeting with unitholders of the REIT closed. We will pause momentarily to permit the scrutineers to provide me with the preliminary voting results on this matter. [Voting]

I now have the scrutineers' preliminary report, which states that the equity plans resolutions have received the requisite number of votes. Accordingly, I declare the motion carried and the equity plans for resolutions approved. Mr. [ Blumenthal ], is there any or further business that we -- maybe brought properly -- brought before this meeting?

Yes. We have very -- we have a question from a unitholder, which shows, inquire -- which says I don't understand how a special distribution paid in units followed by the consolidation of the same units can increase the tax cost basis of unitholders. Can you please provide clarification? Thank you very much for your help, from [ Etienne ].

Thank you, Brian. I'll try and answer that question. I'm not sure I understand the tax myself, but the special distribution has nothing to do with the Primaris spinoff. And the special distribution, $0.10, will be paid in cash, and the remainder will be paid in units, which will be consolidated back. Those units being consolidated back, the tax experts tell us that, that will be added to your cost basis of the units. I don't understand why, but that is the tax rules. The second question that we have says, please explain if and how the special distribution to take place this month will impact the issue discussed today. And I'll try and answer again. The special distribution is not regarding the spinoff of Primaris. That is totally separate, the special distribution was made for the properties that we sold during the year that had a larger tax gain. And therefore, that special distribution has been distributed to offset the taxable income that was incurred this year for our asset dispositions.

Mr. Chairman, there are no further questions that I have received.

Thank you. There being no further business to come before the meeting, the formal portion of this meeting of unitholders with the REIT is now terminated. We'd now like to open the meeting up for unitholders questions and comments. Mr. [ Blumenthal ] will read any unitholders questions that have been submitted, and we would be pleased to answer them at this time.

Mr. Chairman, I confirm we have not received any further questions or comments at this time.

Thank you. This concludes the question-and-answer period. I would like to thank you on behalf of the Board's of the REIT and the management of the REIT for joining us today. Have a nice day.

This now concludes the conference. Thank you for joining, and have a pleasant day.