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Melcor Developments Ltd. — Regulatory Filings 2025
Apr 23, 2025
43557_rns_2025-04-23_8d5689ba-b7f2-4a4a-a328-9c0b4196259b.pdf
Regulatory Filings
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FORM 51-102F3
MATERIAL CHANGE REPORT
- Name and Address of the Company
Melcor Developments Ltd.
900, 10310 - Jasper Avenue
Edmonton, Alberta T5J 1Y8
(hereinafter referred to as "Melcor")
- Date of Material Change
April 23, 2025
- News Release
A press release was issued on April 25, 2025 for Canada wide distribution through the facilities of Globe Newswire and filed under Melcor's profile on SEDAR+ at www.sedarplus.ca.
- Summary of Material Change
On April 23, 2025, Melcor Developments Ltd. ("Melcor") and Melcor Real Estate Investment Trust ("Melcor REIT") completed the previously announced plan of arrangement (the "Plan of Arrangement") pursuant to the Business Corporations Act (Alberta) pursuant to which: (i) Melcor acquired its unowned equity interest (approximately 45%) in Melcor REIT Limited Partnership ("REIT LP") for $5.50 per Class A LP Unit in cash consideration (the "REIT LP Sale"); and (ii) the REIT used the proceeds from the REIT LP Sale to repurchase and cancel all of the REIT's outstanding participating trust units for consideration of $5.50 per Unit less any applicable withholding taxes.
- Full Description of Material Change
5.1 Full Description of Material Change
On April 23, 2025, Melcor and Melcor REIT and completed the previously announced Plan of Arrangement pursuant to the Business Corporations Act (Alberta) pursuant to which: (i) Melcor acquired its unowned equity interest (approximately 45%) in REIT LP for $5.50 per Class A LP Unit in cash consideration; and (ii) the REIT used the proceeds from the REIT LP Sale to repurchase and cancel all of the REIT's outstanding participating trust units (each, a "Unit") for consideration (the "Consideration") of $5.50 per Unit less any applicable withholding taxes, (the "Arrangement").
The Arrangement was approved by the REIT's unitholders at a special meeting held on April 11, 2025, and the Court of King's Bench of Alberta granted the final order in respect of the Arrangement on April 16, 2025.
The REIT's Units are expected to be de-listed from the Toronto Stock Exchange after the markets close on April 24, 2025, and the REIT intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations after the Units have been delisted.
The Arrangement provided for a non-cash distribution (the "Arrangement Distribution") by the REIT to holders of Units ("Unitholders") of record immediately prior to the effective time of the Arrangement ("Closing"). The Arrangement Distribution, being $0.40 per outstanding Unit, was equal to the REIT's estimated taxable income and capital gains for the period from January 1,
2025 to Closing (the "Stub Year"). The Arrangement Distribution was intended to reduce the REIT's taxable income for Stub Year to nil.
The payment of the Arrangement Distribution was made in accordance with the Plan of Arrangement by the issuance of additional trust units immediately prior to Closing. Immediately following the Arrangement Distribution, and pursuant to the Plan of Arrangement, the number of outstanding Units were consolidated so that each unitholder holds exactly the same number of Units after the consolidation as each Unitholder held immediately prior to the Arrangement Distribution.
5.2 Disclosure for Restructuring Transactions
Not applicable.
6. Reliance on Subsection 7.1(2) of National Instrument 51-102
Not applicable.
7. Omitted Information
Not applicable.
8. Executive Officer
Naomi Stefura
Chief Operating Officer
Telephone: 1.855.673.6931
9. Date of Report
April 23, 2025
Cautionary Note Regarding Forward-Looking Statements
This material change report includes forward-looking information within the meaning of applicable Canadian securities laws. In some cases, forward-looking information can be identified by the use of words such as "may", "will", "should", "expect", "intend", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", and by discussions of strategies that involve risks and uncertainties, certain of which are beyond the Melcor and the REIT's control. In this material change report, forward-looking information includes, among other things, timing of the delisting of the REIT's Units from the TSX and the REIT's application to cease to be a reporting issuer.
The material factors or assumptions used to develop the forward-looking information include assumptions about regulatory approvals and the timing of same. These assumptions are based on information currently available to the company and are subject to change. Additional information on these and other factors that could affect the Melcor and the REIT are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR+ website (www.sedarplus.ca).
By its nature, such forward-looking information necessarily involves known and unknown risks and uncertainties that may cause actual results, performance, prospects and opportunities in future periods of Melcor and the REIT to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among other things, the risk factors discussed or referred to in Melcor's and the REIT's most recently filed annual information form available on SEDAR+ at www.sedarplus.ca. Furthermore, the forward-looking statements contained in this material change report are made as of the date of this material change report and neither Melcor, nor the REIT nor any other person assumes responsibility for the accuracy and completeness of any forward-looking information, and no one has any obligation to update or revise any forward-looking information,
whether as a result of new information, future events or such other factors which affect this information, except as required by law