EARLY WARNING NEWS RELEASE PURSUANT TO NATIONAL INSTRUMENTS 62-103 AND 62-104
TORONTO, Jan. 19, 2022 /CNW/ - Further to disclosure requirements of applicable securities laws, Mitchell Goldhar is issuing this news release to disclose recent changes in his holdings of securities of SmartCentres Real Estate Investment Trust (the "REIT").
As of the date hereof, after giving effect to the transactions disclosed below, Mitchell Goldhar has beneficial ownership of:
15,032,063 trust units of the REIT ("Units"), representing approximately 10.4% of the REIT's outstanding Units;
21,942,400 exchangeable Class B limited partnership units of subsidiary partnerships of the REIT (exchangeable into Units on a one-for-one basis) ("Class B Units");
30,106,376 non-participating special voting units of the REIT ("Special Voting Units"), comprised of 21,942,400 Special Voting Units associated (on a one-to-one basis) with the Class B Units set out in (ii) and 8,163,976 "Additional Special Voting Units" (being Special Voting Units issued from time to time pursuant to Section 6.1.5 of the amended and restated declaration of trust of the REIT (the "Declaration of Trust")); and
133,951 deferred units (convertible, at the option of the holder, for cash or Units (on a one-for one basis)) issued pursuant to the REITs deferred unit plan ("Vested Deferred Units"),
which collectively represents approximately 22.3% of all of the REIT's issued and outstanding Units (assuming the exchange of all of the Class B Units and conversion of all Vested Deferred Units beneficially owned by Mitchell Goldhar for Units). As a result of his current voting security ownership and his voting top-up right under Section 6.1.5 of the Declaration of Trust (assuming the conditions to such voting top-up right continue to be satisfied at the relevant record date), Mitchell Goldhar is entitled to cast 25% of the aggregate votes attached to the voting securities of the REIT.
With respect to item (iii) above:
Mitchell Goldhar intends to exercise his rights under the Declaration of Trust, including the right to appoint trustees and as described in Item 6 of the early warning report to be filed on SEDAR in conjunction with this news release (the "Early Warning Report"). Depending on various factors, including, without limitation, market conditions, general economic and industry conditions, the REIT's business and financial condition and/or any other factors that Mitchell Goldhar may deem relevant, Mitchell Goldhar may take such actions with respect to his investment in the REIT as he deems appropriate including, without limitation, (i) acquiring, exercising, converting, exchanging, selling or otherwise disposing of securities of the REIT or securities exercisable for, or convertible or exchangeable into, securities of the REIT and/or (ii) developing plans or intentions or taking actions which relate to or would result in one or more of the transactions or matters referred to in paragraphs (a) through (k) of Item 5 of the Early Warning Report.
This news release is being issued as required by National Instrument 62-103 ? The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 ? Take-Over Bids and Issuer Bids and relates to the REIT and Mitchell Goldhar, each of 3200 Highway 7, Vaughan, Ontario, L4K 5Z5.
SOURCE Mitchell Goldhar
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