TORONTO,
Jan. 3, 2013 /PRNewswire/ -
Granite Real Estate Inc. (TSX: GRT; NYSE: GRP) ("Granite
Co.") announced today that effective January 3, 2013, it has completed its conversion
from a corporate structure to a stapled unit Real Estate Investment
Trust ("REIT") structure.
The conversion was implemented pursuant to a plan of arrangement
under the Business Corporations Act (Quebec). Under the plan of arrangement,
all of the common shares of Granite Co. have been exchanged, on a
one-for-one basis, for stapled units, each of which consists of one
unit of Granite Real Estate Investment Trust ("Granite
REIT") and one common share of Granite REIT Inc. ("Granite
REIT Co."; together with Granite REIT,
"Granite"). Beginning on January 4, 2013, the stapled units will trade on
the Toronto Stock Exchange under the symbol "GRT.UN" and on the
New York Stock Exchange under the
symbol "GRP.U." Granite REIT and Granite REIT Inc. will be
reporting issuers under Canadian provincial and U.S. securities
laws and, through Granite REIT Holdings Limited Partnership
("Granite LP") and its subsidiaries, will continue to carry
on the business previously conducted by Granite Co. and its
subsidiaries.
Under the plan of arrangement,
| (i) |
Granite Co. acquired and cancelled 46,832,908 of its common
shares, being 100% of the issued and outstanding common shares of
Granite Co. at the effective time of the Conversion
Transaction; and |
| |
|
| (ii) |
through a series of steps, Granite LP acquired 10,771,569 Class
X shares of Granite Co., being 100% of such shares, which were then
converted into 10,771,569 common shares of Granite Co., and
acquired an additional 2,302,815 common shares. Granite LP
now owns 100% of the issued and outstanding common shares of
Granite Co. at the completion of the REIT conversion. |
The securities referred to above were acquired and cancelled by
Granite Co., and acquired by Granite LP, as a result of and for the
consideration provided in the particular transaction steps of the
plan of arrangement. The closing price of the Granite Co. common
shares on the Toronto Stock Exchange on January 3, 2013, was C$38.59 per common share.
Granite Co. acquired and cancelled, and Granite LP acquired, the
securities referred to above for the purpose of effecting Granite
Co.'s conversion from a corporate structure to a stapled unit REIT
structure. The head office address of Granite, Granite Co.
and Granite LP is 77 King Street West, Suite 4010, Toronto, Ontario M5K 1H1. To
obtain a copy of the early warning report filed under securities
laws in connection with these transactions, contact Jennifer Tindale, EVP, General Counsel and
Secretary, at 647-925-7500.
For U.S. taxpayers, C$1.00 of the
value of each stapled unit issued will be considered a deemed
dividend (subject to, in the case of an individual U.S. taxpayer,
the new maximum 20% tax rate on qualified dividends and the new
3.8% unearned income Medicare contribution tax) and, unless an
Internal Revenue Service Form W-9 was filed prior to the effective
time of the plan of arrangement, will be subject to backup
withholding tax at a rate of 28%. Any amounts so withheld may
be refunded or credited against the U.S. taxpayer's U.S. federal
income tax liability.
ABOUT GRANITE
Granite is a Canadian-based REIT engaged in the ownership and
management of predominantly industrial properties in Canada, the United
States, Mexico and
Europe. The REIT owns and manages
approximately 28 million square feet in 104 rental income
properties. Our tenant base currently includes operating
subsidiaries of Magna International Inc. as our largest tenants,
together with tenants from other industries.
OTHER INFORMATION
Copies of financial data and other publicly filed documents are
available through the internet on Canadian Securities
Administrators' Systems for Electronic Document Analysis and
Retrieval (SEDAR) which can be accessed at www.sedar.com and on the
United States Securities and Exchange Commission's Electronic Data
Gathering, Analysis and Retrieval System (EDGAR) which can be
accessed at www.sec.gov. For further information about Granite,
please see our website at www.granitereit.com.
FORWARD-LOOKING STATEMENTS
This press release may contain statements that, to the extent
they are not recitations of historical fact, constitute
''forward-looking statements'' within the meaning of applicable
securities legislation, including the United States Securities Act
of 1933 and the United States Securities Exchange Act of 1934.
Forward-looking statements may include, among others, statements
regarding Granite's future plans, goals, strategies, intentions,
beliefs, estimates, costs, objectives, economic performance or
expectations, or the assumptions underlying any of the foregoing.
Words such as ''may'', ''would'', ''could'', ''will'', ''likely'',
''expect'', ''anticipate'', ''believe'', ''intend'', ''plan'',
''forecast'', ''project'', ''estimate'' and similar expressions are
used to identify forward-looking statements. Forward-looking
statements should not be read as guarantees of future events,
performance or results and will not necessarily be accurate
indications of whether or the times at or by which such future
performance will be achieved. Undue reliance should not be placed
on such statements. In particular, Granite cautions that there can
be no assurance that the anticipated reduction in cash income taxes
payable following the REIT conversion will be realized.
Forward-looking statements are based on information available at
the time and/or management's good faith assumptions and analyses
made in light of our perception of historical trends, current
conditions and expected future developments, as well as other
factors we believe are appropriate in the circumstances, and are
subject to known and unknown risks, uncertainties and other
unpredictable factors, many of which are beyond Granite's control,
that could cause actual events or results to differ materially from
such forward-looking statements. Important factors that could cause
such differences include, but are not limited to, the inability to
realize the anticipated reduction in cash income taxes payable
following the REIT conversion and the risks set forth in the ''Risk
Factors'' section in Granite Co.'s management information
circular/proxy statement with respect to the REIT conversion and in
Granite Co.'s Annual Information Form for 2011, each filed on SEDAR
at www.sedar.com and on EDGAR at www.sec.gov, which investors are
strongly advised to review. The ''Risk Factors'' sections also
contain information about the material factors or assumptions
underlying such forward-looking statements. Forward-looking
statements speak only as of the date the statements were made and
unless otherwise required by applicable securities laws, Granite
expressly disclaims any intention and undertakes no obligation to
update or revise any forward-looking statements contained in this
press release to reflect subsequent information, events or
circumstances or otherwise.
SOURCE Granite Real Estate Inc.