Morguard Real Estate Investment Trust (MRTUN) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Annual and Special Meeting of Morguard Real Estate Investment Trust. Please note, the meeting will be recorded. [Operator Instructions] I would like to introduce Mr. Rai Sahi, Chairman and President and CEO of the trust. Mr. Sahi, the floor is yours.

Thank you. Thank you. Good morning, everyone. I would like to welcome all unitholders, trustee, staff and other attendees to our annual and special meeting today. In light of the public health restrictions due to COVID-19, we are holding the meeting virtually this year. Thank you for joining us today by webcast. My name is Rai Sahi, and I'm Chairman of the Board and the President and Chief Executive Officer of the trust. Here with me are Beverley Flynn; and Andrew Tamlin, Chief Financial Officer. The meeting will now come to order. I will act as the Chairman and Ms. Flynn will act as the secretary of the meeting. I appoint Lise-Anne Thomas of TSX Trust Company to act as a scrutineer. The notice calling this meeting of unitholder was mailed on April 9, 2021. I would ask the secretary to read out the report.

The scrutineer's report on attendance shows 118 unitholder proxies voted, representing 44,842,590 units or 69.92% of the issued and outstanding units of the trust. The online polls for all resolutions will be opened at this time and will be closed once all motions have been discussed. Only registered unitholders and proxy appointees will have the ability to vote at the meeting today. If you have not previously voted prior to the meeting and wish to vote today, please lock on the voting icon on your left-hand side of the screen now. If you have previously voted your shares and do not wish to change your vote, there is no need to vote again.

I propose to adopt the scrutineer's report and declare this meeting regularly called and properly constituted for the transaction of business. The secretary will now annex the declaration of mailing to the minutes. The first item of the business is the presentation of the annual report of the trust containing the audited financial statement for the year ending December 31, 2020, with the auditor's report thereon as presented to this meeting be received. With the consent of the meeting, I propose to dispense with the reading of the annual report and audited financial statements. If there are no questions relating to these documents, we will proceed to the next item of business. The next item of the business is the appointment of the auditors.

I move that Ernst & Young LLP be and they are hereby appointed auditor of the trust until the close of the next annual meeting of unitholders or until their successors are duly appointed and the trustees are hereby authorized to fix the auditor's remuneration.

I second the motion.

Thank you, Ms. Flynn and Mr. Tamlin. We've heard the motion. Please proceed toward your electronic ballot at this time, if you have not already done so. [Voting]

We can now deal with the election of trustees. The meeting is now open for nominations. There are 6 trustees to be elected by the unitholder at this time. I would ask a unitholder nominate the person named in the Management Information Circular.

I nominee Bart Munn, Timothy Murphy, Rai Sahi, Antony Stephens, Donald Turple and Timothy Walker, as trustees of the trust to hold office until the termination of the next annual meeting of unitholders or until their successors are duly elected or appointed, subject to the provisions of the trust's declaration of trust.

Thank you. Are there any further nomination? If not, I declare the nomination closed. Is there a seconder for the motion?

I second the motion.

Thank you, Mr. Tamlin. You've heard the motion. Please proceed to vote your electronic ballot at this time, if you have not already done so. [Voting]

I declare the motion carried and that all persons previously nominated have been properly elected as trustee for the ensuing year, subject to the trust's declaration of trust. The next item of the business is amendment of and modification to the declaration of trust.

I move that the adoption of a special resolution to authorize and approve an amendment and modification to the declaration of trust, the full text of which is set out in the Management Information Circular dated March 12, 2021.

I second the motion.

Thank you, Ms. Flynn and Mr. Tamlin. You have heard the motion. Please proceed to vote your electronic ballot at this time, if you have not already done so. [Voting]

I now declare the ballots on all resolutions be closed. And we'll wait a few moments to allow online viewers to catch up. [Voting]

Mr. Chairman, I received the scrutineer's report on ballots, which indicates that all motions have been carried. To confirm, Ernst & Young LLP, are appointed auditor of the trust, that the trustee nominees has been properly elected and that the special resolution to authorize the amendment and modification to the declaration of trust has been approved. The results of the meeting will be posted on our website.

With all the formalities of the meeting now concluded, I would like to take a moment to thank retiring trustee, Michael Catford. Michael has been a trustee since the beginning of Morguard REIT. Management and myself have all greatly appreciated his real estate expertise and knowledge. I thank you for your years of service to Morguard REIT, Michael. I am pleased to share with you some of our strategy and accomplishment for 2020. A question-and-answer will follow. [Presentation]

[Operator Instructions] Rai, first question. A majority of the trust's former target space has become income-generating. What are the leasing process for the Sears space?

Does anybody from the lead want...

I don't know if you want to take that, Andrew, to talk about the Sears space?

Sure. So yes, we have repurposed the Sears space in Prince George at Pine Centre. So that's -- that came online this year. And currently, we're assessing opportunities at Cambridge related to former Sears spot. So I would consider those last few works in progress.

Thank you.

Are there any large acquisitions or dispositions in the pipeline for 2021?

No, not at this for us. And I think we are more focused on managing the assets at this stage.

Are you confident that the REIT can refinance the $175 million convertible debentures that are due at the end of this year? What are your plans for this?

Well, we're confident that it will be a couple of options. We still got a bit of time to figure. We're hoping that things will improve. We will deal with that probably in the later part of the year. I think that the debenture is due to end of the year, I understand. So we're hoping that things will improve by then. It could be renewed or would be refinanced and there will be a number of option and we'll be examining as we get closer to it. Thank you.

Is there any chance that distributions will change again in 2021?

Well, distribution is always the issue that the Board of Trustee deal with that every quarter. I don't think at this stage that we're contemplating any change in the distribution in the near future. So we will continue to do it every quarter.

That is the end of the questions, Mr. Chairman.

Thank you very much. Nice doing. No. Thank you. If there are no further business, I declare the meeting culminated, and thank you for attending it today. And stay healthy.

Ladies and gentlemen, thank you for attending today's meeting. You may now disconnect.