Allied Properties Real Estate Investment Trust Announces Amendments to Unit Option Plan and Unitholder Rights Plan
April 30 2013 - 7:03PM
Marketwired
Allied Properties REIT (TSX:AP.UN) announced today that it is
amending its unit option plan (the "Option Plan"), which was
originally implemented on February 6, 2003, and amended on May 8,
2007, and May 11, 2010.
Allied has agreed to make amendments to the Unit Option Plan
following consultation with an independent proxy voting advisory
firm. The amendments include: (i) establishing a non-employee
trustee participation limit; and (ii) amending the amendment
provisions to require unitholder approval for changes to the Option
Plan that (a) reduce the exercise price or cancel or reissue
non-insider options; (b) extend the original expiry of options for
non-insiders; (c) permit options to be transferable or assignable
other than for normal estate settlement purposes; (d) amend the
non-employee trustee participation limit; or (e) amend the Option
Plan's amendment provisions.
In addition, in consultation with the proxy voting advisory
firm, Allied has agreed to make certain technical amendments to its
unitholder rights plan agreement (the "Rights Plan") in order to
ensure that the Rights Plan conforms to current guidelines set by
the firm for securityholder rights plans. Allied is amending the
definitions of "controlled" and "acting jointly or in concert" and
amending the redemption and waiver provisions to provide that the
rights will become void upon take up and payment for units pursuant
to any "Permitted Bid", "Competing Permitted Bid" or "Exempt
Acquisition" (as defined in the Rights Plan). Allied understands
that, in light of these amendments, the proxy voting advisory firm
will be recommending to its clients who hold units of Allied that
they vote in favour of the resolutions reconfirming the Option Plan
and the Rights Plan.
The Option Plan, as amended, and the Rights Plan, as amended,
are being submitted to unitholders for approval at the upcoming
Annual and Special Meeting of the REIT. The Option Plan and the
Rights Plan reflecting the proposed amendments described above will
be available on Allied's website and, upon confirmation and
approval by the unitholders, will be posted on SEDAR,
www.sedar.com.
Allied Properties REIT is a leading owner, manager and developer
of urban office environments that enrich experience and enhance
profitability for business tenants operating in Canada's major
cities. Its objectives are to provide stable and growing cash
distributions to unitholders and to maximize unitholder value
through effective management and accretive portfolio growth.
Contacts: Allied Properties REIT Michael R. Emory President and
Chief Executive Officer (416) 977-0643memory@alliedreit.com
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