Friday, May 11, 2018
Vancouver, BC – May 11, 2018: Pure Multi-Family REIT LP (“Pure Multi-Family”) (TSXV: RUF.U, RUF.UN, RUF.DB.U; OTCQX: PMULF) announced today the leading independent proxy advisory firms, which provide voting recommendations to institutional shareholders, have advised their subscribers to vote “FOR” all current directors and the amendments to the Restricted Unit Plan.
In their reports, Institutional Shareholder Services, Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”), have recommended that unitholders (“Unitholders”) of Pure Multi-Family vote “FOR” all seven members of Pure Multi-Family’s current Board of Directors and the adoption of the proposed amendments to the Restricted Unit Plan at Pure Multi-Family’s upcoming annual and special meeting (the “Meeting”) of Unitholders currently scheduled for May 24, 2018.
CURRENT BOARD OF DIRECTORS
ISS and Glass Lewis have recommended that Unitholders vote “FOR” all seven members of Pure Multi-Family’s current Board of Directors.
PROPOSED RESTRICTED UNIT PLAN
In making its recommendation that Unitholders vote in favour of the adoption of the proposed amendments to the Restricted Unit Plan, Glass Lewis advised(1):
“On balance, we believe that this plan will serve to strengthen the alignment of executive and shareholder interests. Accordingly, we recommend that shareholders vote FOR this proposal.”
ISS stated the following regarding its recommendation that Unitholders vote in favour of the adoption of the proposed amendments to the Restricted Unit Plan(1).
“Vote FOR this full-value award plan as the total potential dilution (5 percent) and average burn rate (0 percent) under all equity-based incentive plans are acceptable for a Venture-listed issuer.”
Robert King, Pure Multi-Family’s Chair commented: “The support of ISS and Glass Lewis is an important endorsement of management’s recommendation that our Unitholders vote to approve Pure Multi-Family’s current Board of Directors and the proposed amendments to the Restricted Unit Plan.
“As previously announced on April 5, 2018, Pure Multi-Family’s special committee of independent directors, as part of its review of strategic options, has initiated a formal process to explore strategic options, including the potential sale of Pure Multi-Family. Further, on April 24, 2018, as part of the comprehensive sale process, Pure Multi-Family announced that it had entered into confidentiality agreements with multiple interested parties.
(1) Permission to use quotations neither sought nor obtained.
“As a board, we follow a high standard of corporate governance and we fully understand our obligations to maximize value for all Unitholders. Any change to our current board members at this time is counterproductive to maximizing value for our Unitholders, and will negatively impact timing for, and may derail, the process.
“The Board of Directors of Pure Multi-Family unanimously recommends that Unitholders vote in favour of all of the proposals at the Meeting. I would also like to take this opportunity to thank you in advance for your support.”
For more details, Unitholders are encouraged to read Pure Multi-Family’s management information circular dated April 9, 2018, available on SEDAR at sedar.com and at puremultifamily.com under the Investor Information tab.
The proxy voting deadline is Tuesday, May 22, 2018 at 11:00 a.m. (Vancouver Time).
Unitholders who have questions may contact Laurel Hill Advisory Group, Pure Multi-Family’s proxy solicitation agent, at:
North America Toll Free: 1-877-452-7184
About Pure Multi-Family REIT LP
Pure Multi-Family is a Canadian based, publicly traded vehicle which offers investors exclusive exposure to attractive, institutional quality U.S. multi-family real estate assets.
Additional information about Pure Multi-Family is available at sedar.com and at puremultifamily.com.
For more information, please contact:
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Collect Calls Outside North America: 1-416-304-0211
Vice President, Investor Relations
Pure Multi-Family REIT LP
925 West Georgia Street, Suite 910
Vancouver, BC, Canada V6C 3L2
Certain statements in this news release may constitute “forward-looking information” within the meaning of applicable securities laws. Forward-looking information involves known and unknown risks, uncertainties and other factors, and it may cause actual results, performance or achievements or industry results, to be materially different from any future results, performance or achievements or industry results expressed or implied by such forward-looking information. Forward-looking information generally can be identified by the use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “feel”, “intend”, “may”, “plan”, “predict”, “project”, “subject to”, “will”, “would”, and similar terms and phrases, including references to assumptions. Some of the specific forward-looking information referred to in this news release includes, but is not limited to, a statement that the Meeting is currently scheduled for May 24, 2018; and any change to the current board of directors at the Meeting will negatively impact timing for, and may derail, the sale process.
The forward-looking information contained in this news release are based on certain key expectations and assumptions made by Pure Multi-Family, including: the existence of highly credible parties willing and capable of participating in the sale process; and reasonably stable economies in the markets in which Pure Multi-Family operates.
Although Pure Multi-Family believes that the expectations and assumptions on which the forward-looking information are based are reasonable, undue reliance should not be placed on the forward-looking information because Pure Multi-Family can give no assurance that they will prove to be correct. Since forward-looking information addresses future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, without limitation, the risk that the strategic review process may not result in a transaction and those factors that can be found under “Risk Factors” in Pure Multi-Family’s Annual Information Form dated March 21, 2018 and under “Risks and Uncertainties” in Pure Multi-Family’s Management’s Discussion and Analysis dated March 7, 2018, both of which are available on SEDAR at sedar.com.
The forward-looking information contained in this news release represent Pure Multi-Family’s expectations as of the date hereof, and are subject to change after such date. Pure Multi-Family disclaims any intention or obligation to update or revise any forward-looking information except as required by law.
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