HALIFAX, NS, June 28, 2023 /CNW/ - (TSXV: NXLV) ? NexLiving Communities Inc. ("NexLiving" or the "Company"), announced today that its shareholders voted in favour of all items of business brought before them at the Company's annual and special meeting of shareholders held on June 27, 2023.
At the meeting, the seven nominees to the Company's Board of Directors, namely Michael Anaka, William Hennessey, Andrea Morwick, Drew Koivu, David Pappin, Dr. Brian Ramjattan and Richard Turner, were elected for the ensuing year.
PricewaterhouseCoopers LLP was re-appointed as the Company's auditor to hold office until the next annual meeting of shareholders or until its successor is duly appointed, at a remuneration to be fixed by the Board.
Shareholders also passed a special resolution to approve a consolidation of the Company's common shares on the basis of one post-consolidation share for a minimum of every ten (10) pre-consolidation shares and a maximum of every twenty (20) pre-consolidation shares, as the directors may determine and subject to TSX Venture Exchange approval. The board of directors of the Company has determined to effect the consolidation on the basis of one (1) post-consolidation share for every twenty (20) pre-consolidation shares. Outstanding security-based compensation will be adjusted on the basis of the same ratio. In the event that the consolidation would otherwise result in the issuance of a fractional share, no fractional share shall be issued and such fraction will be rounded down to the nearest whole number. The Company currently has 330,782,648 common shares issued and outstanding. Following the consolidation, there will be approximately 16,539,132 common shares issued and outstanding.
Letters of transmittal with respect to the consolidation will be mailed to all of the Company's registered shareholders shortly. All registered shareholders will be required to send the certificates representing their pre-consolidated common shares, along with a properly executed letter of transmittal, to the Company's registrar and transfer agent, Computershare Investor Services Inc., all in accordance with the instructions provided in the letter of transmittal. Additional copies of the letter of transmittal can be obtained through Computershare at 1-800-564-6253. All shareholders who submit a duly completed letter of transmittal along with their pre-consolidated share certificates to Computershare will receive a direct registration advice.
Further details of the consolidation are contained in the Company's information circular dated May 25, 2023, which was filed and is available on SEDAR under the Company's profile. The Company will not declare a record date for the purposes of the share consolidation.
Following the meeting, Glenn Jessome resigned as Corporate Secretary of the Company and the Board of Directors appointed Glenn Holmes in his stead. Mr. Holmes has been Chief Financial Officer of NexLiving since 2018 and will continue to serve as Chief Financial Officer and Corporate Secretary. The Company would like to thank Mr. Jessome for his contribution to the Company over the last several years.
The Company continues to execute on its plan to acquire recently built or refurbished, highly leased multi-residential properties in bedroom communities in Atlantic Canada and Ontario. The Company aims to deliver exceptional living experiences to our residents and provide comfortable, affordable housing solutions that cater to a wide range of demographics. The properties offer a range of modern and updated suites, with a variety of amenities and features that allow residents to experience a hassle-free and maintenance-free lifestyle. The Company is committed to investing in its properties to ensure that they are modern and up-to-date. For its recently acquired properties in Ontario, the Company has undertaken a targeted value-add capital program to modernize and reposition the large existing suites. The Company currently owns 1,166 units in New Brunswick and Ontario. NexLiving has also developed a robust pipeline of qualified properties for potential acquisition. By screening the properties identified to match the criteria set out by the Company (proximity to healthcare, amenities, services and recreation), management has assembled a significant pipeline of potential acquisitions for consideration by the Company's Board of Directors.
This news release forward-looking information within the meaning of applicable Canadian securities laws ("forward-looking statements"). All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "projects", "estimates", "forecasts", "intends", "continues", "anticipates", or "does not anticipate" or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements contained in this news release include, but are not limited to, management's expectations of additional rental increases to come into effect by year end and the further enhancement of the Company's financial results. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. These forward-looking statements reflect the current expectations of the Company's management regarding future events and operating performance, but involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Actual events could differ materially from those projected herein and depend on a number of factors. These risks and uncertainties are more fully described in regulatory filings, including the Company's Annual Information Form, which can be obtained on SEDAR at www.sedar.com, under NexLiving's profile, as well as under Risk Factors section of the MD&A released on April 13, 2023. Although forward-looking statements contained in this new release are based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this new release speak only as of the date of this news release. Except as required by applicable securities laws, the Company does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
The Company prepares and releases unaudited consolidated interim financial statements and audited consolidated annual financial statements prepared in accordance with IFRS. In this and other earnings releases, as a complement to results provided in accordance with IFRS, NexLiving discloses financial measures not recognized under IFRS which do not have standard meanings prescribed by IFRS. These include FFO, FFO (cents per share) ? diluted, Debt to GBV and same-property metrics (collectively, the "Non-IFRS Measures"). These Non-IFRS Measures are further defined and discussed in the MD&A dated April 13, 2023, which should be read in conjunction with this news release. Since these measures are not recognized under IFRS, they may not be comparable to similar measures reported by other issuers. The Company presents the Non-IFRS measures because management believes these Non-IFRS measures are relevant measures of the ability of NexLiving to earn revenue and to evaluate its performance and cash flows. A reconciliation of these Non-IFRS measures is included in the MD&A dated April 13, 2023. The Non-IFRS measures should not be construed as alternatives to net income (loss) or cash flows from operating activities determined in accordance with IFRS as indicators of the Company's performance.
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 press release.
SOURCE NexLiving Communities Inc.
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