Allied Hotel Properties Inc. Shareholders Approve Plan of Arrangement With Allied Holdings Ltd.
December 15 2021 - 8:30PM
Allied Hotel Properties Inc. (TSX-V: AHP) (the
“
Company” or “
Allied”) is pleased
to announce the voting results from Monday’s special meeting (the
“
Meeting”) of the holders (the
“
Shareholders”) of common shares of the Company
(the “
Shares”). At the Meeting, the Shareholders
were asked to consider and, if deemed advisable, pass a special
resolution (the “
Arrangement Resolution”)
approving a statutory plan of arrangement with Allied Holdings Ltd.
(“
Allied Holdings”) pursuant to Part 9, Division 5
of the Business Corporations Act (British Columbia) (the
“
Arrangement”). Pursuant to the Arrangement, the
Company will redeem all of the issued and outstanding Shares (other
than those Shares currently owned by Allied Holdings) (the
“
Minority Shares”) by paying $0.28 in cash for
each Minority Share (the “
Consideration”).
To be effective, the Arrangement Resolution
required the approval of at least: (i) two-thirds (66⅔%) of the
votes cast by the Shareholders (including Allied Holdings) at the
Meeting in person or represented by proxy; and (ii) a simple
majority of votes cast by holders of Minority Shares
(“Minority Shareholders”) (other than those
excluded for the purpose of such vote under the terms of
Multilateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions (“MI 61-101”),
present at the meeting in person or represented by proxy.
The Arrangement was approved by 99.99% of the
votes cast by Shareholders and 99.96% of the votes cast by Minority
Shareholders excluding the votes cast in respect of Shares held by
the Shareholders required to be excluded pursuant MI 61-101.
The Supreme Court of British Columbia (the
“Court”) hearing for the final order to approve
the Arrangement is expected to occur on December 16, 2021 and
closing of the Arrangement is expected to occur on December 20,
2021, subject to final approval by the Court.
About Allied Hotel Properties
Inc.
Allied is involved in the ownership, management
and development of hotels and real estate in Canada, having a
history of real estate development particularly where such
development can be undertaken on hotel lands. On January 6, 2020
the Company completed the sale of all or substantially all of the
assets of the Company. Interested parties can find further
information at www.alliedhotels.com.
On behalf of the Board of Directors:
(signed) Michael F. Chan
Michael F. ChanPresident, Chief Financial
Officer, Secretary and Director
For more information please contact:Allied Hotel
Properties Inc.Tel: 604-669-5335Fax: 604-682-8131e-mail:
mikechan@alliedhotels.com
Neither the TSX Venture Exchange nor its
regulation services provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Forward-Looking Information
This release may contain “forward-looking
information” and “forward-looking statements” within the meaning of
applicable Canadian securities legislation. All information
contained herein that is not historical in nature may constitute
forward-looking information. Often, but not always, forward-looking
statements can be identified by the use of words such as “will” and
“expected” or variations of such words and phrases. Forward-looking
statements herein include, but are not limited to, statements
regarding Court granting the final order to approve the
Arrangement, and the expected timing for the closing of that
Arrangement. Such statements are based on management’s current
expectations and assumptions. Those expectations and assumptions
are currently considered reasonable by management but are
inherently subject to business, market and economic risks,
uncertainties, and contingencies which may cause the actual
results, performance, or achievements of Allied to be materially
different from any future results, performance, or achievements
expressed or implied by the forward-looking statements.
These forward-looking statements are based on
management’s current expectations and beliefs but given the
uncertainties, assumptions and risks, readers are cautioned not to
place undue reliance on such forward-looking statements or
information. The Company disclaims any obligation to update, or to
publicly announce, any such statements, events or developments
except as required by law. Risk factors include, among others: the
risk that the Court will not grant the final order to approve the
Arrangement, the risk that the Arrangement may not close on a
timely basis, the risk that the Arrangement Agreement may be
terminated, the risk that all conditions precedent to the closing
of the Arrangement may not be satisfied and the risk that Allied
will incur costs.
For additional information on these risks and
uncertainties, see Allied’s most recently filed Annual MD&A
(“MD&A”) and interim MD&A (“Interim MD&A”), which are
available on SEDAR at www.sedar.com. The risk factors identified in
the MD&A and Interim MD&A are not intended to represent a
complete list of factors that could affect Allied. Accordingly,
readers should not place undue reliance on forward-looking
statements. Allied does not assume any obligation to update the
forward-looking information contained in this press release, unless
required by law.
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