Nexus Industrial REIT (NXRUN) Earnings Call Transcript & Summary

[Audio Gap] I would like to introduce Mr. Ben Rodney, Chair and Trustee of the REIT. Mr. Rodney, the floor is yours.

Good afternoon. The 2021 Annual Meeting of Unitholders of Nexus REIT will now come to order. I am Ben Rodney, Chair and Trustee of the REIT. On behalf of the Board of Trustees, we wish all of our unitholders good health during the continuing COVID-19 pandemic. As you know, to ensure the health and safety of our unitholders and other stakeholders and to ensure compliance with ongoing restrictions on in-person gatherings, Nexus like other public issuers, is hosting this annual meeting virtually and not in person. Holding our meeting virtually means there will be some differences from the way our meeting is usually conducted. However, our goal is to replicate as best we can the experience you would have if we were meeting in person. The people who will be speaking today are not all in the same physical location. For this reason, I may pause from time to time to allow coordination from the different locations. In the unlikely event that a technical disruption prevents me from continuing to chair the meeting, Kelly Hanczyk will act as chair. Only registered unitholders and duly appointed proxy holders who have signed in to this online webcast will be able to vote on the resolutions tabled at this meeting as well as ask questions. Given the virtual format of today's meeting and in order for us to expediently undertake the business to be conducted at this meeting, we requested unitholders or duly appointed proxy holders who have specific comments or questions on a formal item of business to make such written submissions now, clearly identifying the applicable item of formal business. During the course of this meeting, at the appropriate time, such submissions will be addressed prior to voting on the applicable motions. Before proceeding with the formal business of the meeting, I would like to take this opportunity to introduce you to the following officers who are attending today's meeting via webcast: Kelly Hanczyk, the Chief Executive Officer; and Robert Chiasson, Chief Financial Officer. Thank you, gentlemen. We have 3 matters of regular business to conduct today: the presentations of the REIT's audited consolidated financial statements and an audited report thereon for the year ended December 31, 2020; the election of members of the Board of Trustees; and the reappointment of the auditors of the REIT. We also have 2 matters of special business to conduct today: number one, the adoption of the REIT of its employee unit purchase plan as described in the management information circular for today's meeting; and number two, the consideration of an ordinary resolution approving the indirect acquisition by the REIT of an industrial property located at 1040 Wilton Grove Road and 961 Pond Mills Road in London, Ontario and the issuance of 3,303,275 Class B exchangeable limited partnership units of Nobel REIT limited partnership as partial consideration therefore, as described in greater detail in the management information circular for today's meeting. While the practice generally adopted at unitholder meetings is for a motion to be made by one person and seconded by another, such a process is not necessary in all cases. In light of the current context of this meeting -- virtual meeting, we will forgo having secondaries for the formal business specified in the notice of this meeting. I will now call the meeting to order. In accordance with the REIT's Declaration of Trust, I will preside as chair of the meeting -- of this meeting, and Robert Chiasson, the REIT's Chief Financial Officer, will act as secretary of this meeting. I hereby appoint TSX Trust Company, through its representatives, to act as scrutineer for the meeting. In the course of today's meeting, trustees and officers of the REIT may, in their remarks or in response to questions, make certain statements that are forward-looking statements and our perspective. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the REIT to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Actual results and developments are likely to differ and may differ materially from those expressed or implied by such forward-looking statements. Such forward-looking statements are based on the number of assumptions that may prove to be incorrect, including, but not limited to, the ability of the REIT to collect rents from its tenants; the continuing concentration of the REIT's tenants; the fulfillment by tenants of their lease responsibilities as well as their capital expenditures and environmental remediation responsibilities; the ability of the REIT to obtain necessary financing or to be able to implement its business strategies; the level of activity in the industrial and/or other commercial real estate markets in each geographic region of Canada; the state of the real estate industry generally, including property ownership and tenant risk liquidity of real estate investments, competition, government regulation, environmental matters and fixed costs, recent market volatility and increased expenses and the economy generally. A more detailed discussion of these and other important risk factors can be found in the Risk Factors section of the REIT's most recent annual information form and the Financial Instruments and Risks and Uncertainties section of the MD&A for the REIT for the year ended December 31, 2020. Forward-looking statements are based on management beliefs and opinions at the time the statements are made, and undue reliance should not be placed on any of these forward-looking statements. There should be no -- by expectation that these forward-looking statements will be updated or supplemented as a result of changing circumstances or otherwise and other than as required by applicable laws, the REIT disavows and disclaims any obligation to do so. The secretary advised me -- has advised me that the notice calling this meeting, together with the form of proxy and management information circular and the REIT's financial statements for the financial year ended December 31, 2020 and the auditor's report thereon and related MD&A, have been properly sent to each trustee of the REIT, the auditors of the REIT and each intermediary and registered holders of voting units of the REIT of record on May 31, 2021, being the record date for the purpose of determining which unitholders are entitled to receive the notice and vote at this meeting. Copies of these materials are available online on the REIT's SEDAR profile at www.sedar.com. The scrutineer has provided me with the preliminary report regarding unitholder attendance at the meeting. The scrutineer reports that there are present at this meeting, in person or by proxy, at least 2 unitholders holding not less than 10% of outstanding voting units, each being entitled to vote at this meeting. Accordingly, I declare that the required quorum of unitholders is present and I declare that the meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of mailing of the notice of the meeting received by TSX Trust Company and the scrutineers' complete report on attendance be annexed to the minutes of the meeting. Given this is a virtual meeting, the voting at today's meeting will be conducted by online ballot for all matters. If as a registered unitholder or duly appointed proxy holder, you are using your control number to log in to the meeting, you will be provided the opportunity to vote by online ballot. If you have already voted by proxy and you will vote again by the ballot during the meeting, your online vote will revoke your previously submitted proxy. If you have already submitted a vote -- a little technical issue there. Okay, thanks. If you have already submitted a proxy to vote on an item of business and do not wish to revoke such vote by proxy, do not vote again during the online ballot on such business items. The polls will be opened momentarily for all items of business to be voted on at the same time. When the polls open, click the Voting button on the left menu on your screen. This will allow you to vote on each item immediately, or if you prefer, you may wait until the conclusion of discussion on each item prior to casting your vote. Registered unitholders and duly appointed proxy holders will be allowed to vote on each item of business until polls are closed following the presentation of all formal items of business. I note that as of today's date, based upon the proxy duly received, each matter of business to be considered at this meeting has the support of the requisite majority of voting unitholders. First item of business is the presentation of the REIT's most recent audited annual consolidated financial statement and the auditor's report thereon. We will dispense with the reading of the auditor's report. We will now proceed with the election of trustees of the REIT. The number of trustees to be elected at the meeting is 5. The REIT nominees, namely myself, Ben Rodney; Floriana Cipollone; Bradley Cutsey; Kelly C. Hanczyk; and Nick Lagopoulos, are to be elected at the meeting to hold office until the close of the 2021 Annual Meeting of Unitholders of the REIT. I now declare the meeting open for nominations. In the interest of expediency, I will ask Robert Chiasson, Chief Financial Officer, to make the nominations on behalf of management of the REIT.

I nominate the persons specified in the management information circular delivered with the notice of meeting, namely Floriana Cipollone; Brad Cutsey; Kelly Hanczyk; Nick Lagopoulos; and Ben Rodney, to serve as trustees of the REIT, to hold office until the next Annual Meeting of Unitholders or until their successors are duly elected or appointed in accordance with the Declaration of Trust.

As the REIT did not previously receive timely notice of any further nominations of persons for election as trustees of the REIT as required by the advanced notice provisions of the REIT's Declaration of Trust, I declare the nominations closed. Mr. Chiasson, can you please advise whether any questions have been received on this matter from the participants in the meeting?

No questions.

Thank you. We will now conduct the vote by way of online ballot. As previously noted, registered unitholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. If you have previously submitted a completed proxy, you will have voted in respect to this item of business and it is not necessary to vote again on this ballot. We will now proceed with the reappointment of the auditor of the REIT. May I have a motion on the matter?

Mr. Chair, I move the following resolution: PricewaterhouseCoopers LLP be reappointed as auditors of the REIT until the next Annual Meeting of Unitholders or until a successor is appointed and that the Board of Trustees are authorized to fix the auditor's remuneration.

Mr. Chiasson, can you please advise whether any questions have been received on this matter from the participants of the meeting?

Mr. Chair, I confirm that we have not received any questions from unitholders specifically on this item.

Thank you. We'll now conduct the vote by way of online ballot. As previously noted, registered unitholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. If you have previously submitted a completed proxy, you will have voted in respect of this item of business and it is not necessary to vote again on this ballot. Having completed the regular business of the meeting, we will now turn to the special business. As described in the management information circular sent to unitholders with the notice of meeting, the purpose of this meeting is, in part, to consider, and if thought fit, pass the resolution set out in the management information circular related to the adoption by the REIT of its employee unit purchase plan. To be effective, the employee unit purchase plan resolution must be approved by the affirmative vote of a majority of the votes cast by the unitholders present or represented by proxy at this meeting. May I have a motion that the employee unit purchase plan resolution be passed?

Mr. Chair, I move that an ordinary resolution in the form set out in the employee unit purchase plan section of the management information circular sent to the unitholders with the notice of this meeting, approving, ratifying and confirming the employment unit purchase plan, be passed as an ordinary resolution of the REIT.

Mr. Chiasson, can you please advise whether any questions have been received on this matter from the participants of this meeting?

Mr. Chair, I confirm that we have not received any questions from unitholders specifically on this item.

Thank you. We will now conduct the vote by way of online ballot. As previously noted, registered unitholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. If you have previously submitted a completed proxy, you will have voted in respect to this item of business and it is not necessary to vote again on this ballot. We will now proceed to consider the unit issuance resolution. As described in the management information circular sent to unitholders with the notice of meeting, another purpose of this meeting is, in part, to consider, and if thought fit, pass the -- pass the REIT's unit issuance resolution as set out in the acquisition of the London property section of the management information circular relating to indirect acquisition by the REIT of an industrial property with 391,074 square feet of gross leasable area. The purchase price of the property is $44,070,000, of which $28,500,000 will be satisfied with the issuance of 3,303,275 Class B limited partnership units of Nobel REIT limited partnership, a subsidiary of the REIT, at a price of $8.62 -- that's $8.6278 per Class B limited partnership unit. To be effective, the unit issuance resolution must be approved by more than 50% of the votes cast at the meeting by disinterested unitholders as defined in the acquisition of the London property section of the management information circular, present in person or represented by proxy. May I have a motion that the unit issuance resolution be passed?

Mr. Chair, I move that the ordinary resolution in the form set out in the acquisition of the London property section of the management information circular sent to the unitholders with the notice of this meeting, approving, ratifying and confirming the unit issuance, be passed as an ordinary resolution of the REIT.

Mr. Chiasson, can you please advise whether any questions have been received on this matter from the participants of the meeting?

Mr. Chair, I confirm that we have not received any questions from unitholders specifically on this item.

Thank you. We will now conduct the vote by way of online ballot. As previously noted, registered unitholders or their duly appointed proxy holders can vote in online ballot by selecting the applicable voting options on the voting panel displayed on their screens. If you have previously submitted a completed proxy, you will have voted in respect to this item of business and it is not necessary to vote again on this ballot. We will now proceed with the process for completing the voting on the items of business of the meeting. Mr. Chiasson, have any questions come in from unitholders specifically on any of the matters of formal business?

Mr. Chair, I confirm that we have not received any questions from unitholders specifically on the matters of formal business.

Thank you. The polls on all items of business will remain open for 1 more minute. For those of you who have not yet voted on all of the items of formal business, please do so now. As a reminder, if you have previously submitted a completed proxy, you will have voted in respect to the formal business, and it is not necessary to vote again on these ballots. [Voting]

I confirm the polls are now closed and the scrutineers tabulated the results. I am pleased to confirm that the scrutineer has reported to me that all matters put to a ballot have been passed with the requisite unitholder approval. Accordingly, as a result, I hereby declare the nominated trustees elected, the auditor reappointed and the Board of Trustees being authorized to fix such auditors' remuneration, the approval of the adoption of the REIT's employee unit purchase plan and the approval of the unit issuance resolution. A report disclosing the number of votes cast in favor of, withheld from voting or voted against each item of business at this meeting will be reported as part of the report of voting results to be filed on SEDAR and disclosed in a press release promptly following the meeting. As there is no other business that may properly come before the meeting, I declare the meeting terminated. Thank you.

Ladies and gentlemen, the meeting has now concluded, and you may now disconnect.