AI assistant
Subversive Acquisition LP — Interim / Quarterly Report 2020
Feb 9, 2021
47872_rns_2021-02-09_d9a2865a-a660-4d6c-871a-1a5322d11f97.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
NOTICE TO READER
Subversive Real Estate Acquisition REIT LP (the “ REIT LP ”) is amending its management's discussion and analysis for the three and nine months ended September 30, 2020 (" Q3 2020 MD&A ") to reflect the restatement of the unaudited condensed interim financial statements that were filed on November 13, 2020. Accordingly, updates have been made to the REIT LP’s Q3 2020 MD&A as previously filed to clarify and provide additional disclosure regarding:
-
Certain prepaid expenses relating to the acquisition of real properties announced in the October 7, 2020 binding agreements which was to be the qualifying transaction of the REIT LP have been expensed due to the decision to not proceed with the transaction. Expenses relating to this transaction have also been expensed. As a result of these adjustments general and administrative expenses have increased by $2.7 million and prepaid expenses have reduced by $1 million and accrued expenses have increased by $1.7 million as compared to the September 30, 2020 financial statements filed on November 13, 2020.
-
These refiled financial statement show the December 31, 2019 comparative balance sheet instead of the June 30, 2020 numbers on the unaudited balance sheet as at September 30, 2020.
-
The notes to the unaudited financial statements (Note 2) include additional disclosures, including on transactions and announcements that were made by the REIT LP since November 13, 2020.
The previously filed financial statements for the three and nine months ended September 30, 2020 (" Q3 2020 FS ") and Q3 2020 MD&A were originally filed by the REIT LP on SEDAR on November 13, 2020. The Q3 2020 FS and Q3 2020 MD&A as filed on February 9, 2021, respectively, replace and supersede each of the previously filed Q3 2020 FS and Q3 2020 MD&A.
SUBVERSIVE REAL ESTATE ACQUISITION REIT LP Revised Management’s Discussion and Analysis
For the three and nine months ended September 30, 2020 (Expressed in U.S. dollars)
Management’s Discussion & Analysis
The following discussion of performance, financial condition and future prospects of Subversive Real Estate Acquisition REIT LP (the “ REIT LP ”, “ we ”, “ our ” or “ us ”) should be read in conjunction with the unaudited interim financial statements (“ Interim Financial Statements ”) for the three and nine months ended September 30, 2020 and the accompanying notes thereto.
This Management’s Discussion and Analysis (“ MD&A ”) was originally prepared with an effective date of November 13, 2020 and amended and restated on February 9, 2021. The Interim Financial Statements have been prepared by management in accordance with International Financial Reporting Standards (“ IFRS ”) and with interpretation of the International Financial Reporting Interpretations Committee (“ IFRIC ”). The REIT LP’s financial information is expressed in United States dollars unless otherwise specified. In addition to reviewing this MD&A, readers are encouraged to read our public filings available on the REIT LP’s profile on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) at www.sedar.com.
Cautionary Statement Regarding Forward-Looking Statements
This document may contain “forward-looking statements” (as defined under applicable securities laws). These forward-looking statements relate to future events or future performance including with respect to our objectives and priorities for fiscal year 2020 and beyond, and strategies or further actions with respect to the REIT LP, the REIT LP’s Qualifying Transaction (as defined below) and the REIT LP’s business operations, financial performance and condition.
Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management. In some cases, forward-looking statements can be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, “target”, “intend”, “could” or the negative of these terms or other comparable terminology. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and many factors could cause actual events or results to differ materially from the results discussed in the forward-looking statements. In evaluating forward-looking statements, readers should specifically consider various factors that may cause actual results to differ materially from any forward-looking statement. These factors include, but are not limited to, market and general economic conditions, including factors related to the COVID-19 pandemic and the risks and uncertainties discussed in the section entitled “Risk Factors” in our Annual Information Form dated February 12, 2020 (“ AIF ”).
The forward-looking statements contained in this MD&A are presented for the purpose of assisting investors in understanding business and strategic priorities and objectives of the REIT LP as at the periods indicated and may not be appropriate for other purposes. Forwardlooking statements contained in this MD&A are not guarantees of future performance and, while forward-looking - 1 -
- 1 -
statements are based on certain assumptions that we consider reasonable, actual events and results could differ materially from those expressed or implied by forward-looking statements made by us. Readers are cautioned to consider these and other factors carefully when making decisions with respect to the REIT LP and not place undue reliance on forward looking statements. Circumstances affecting us may change rapidly. Except as may be expressly required by applicable law, the REIT LP does not undertake any obligation to update publicly or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.
Nature of Activities
The REIT LP is a limited partnership formed under the Limited Partnerships Act (Ontario) for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, equity exchange, asset acquisition, equity purchase, reorganization, or any other similar business combination involving the REIT LP (a “ Qualifying Transaction ”). The REIT LP is a special purpose acquisition corporation (“ SPAC ”) for purposes of the rules of the Neo Exchange Inc. (the “ Exchange ”). The REIT LP was established on November 12, 2019. The REIT LP’s head office is located at 135 Grand Street, 2nd Floor, New York, New York 10013 and its registered office is located at 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7, Canada.
Although the REIT LP intends to focus on target real estate businesses and/or assets that are involved in the cannabis industry and/or related sectors, it may also pursue potential acquisition opportunities involving non cannabis-related real estate businesses and/or assets in a variety of geographic regions and may acquire other classes of real estate businesses and/or assets and/or non-real estate businesses or assets for purposes of completing its Qualifying Transaction. The REIT LP is targeting a Qualifying Transaction that will aggregate a portfolio of properties with an estimated aggregate enterprise value of approximately US$200 million.
Subversive Real Estate Acquisition REIT (GP) Inc. is the general partner of the REIT LP (the “ General Partner ”). The General Partner was incorporated under the laws of British Columbia on November 5, 2019. The General Partner’s head office is located at 135 Grand Street, 2nd Floor, New York, New York 10013 and its registered office is located at 700 West Georgia Street, Suite 2500, Vancouver, British Columbia V7Y 1B3. The amended & restated limited partnership agreement (the “ A&R LP Agreement ”) of the REIT LP provides for the management and control of the REIT LP by the General Partner. A copy of the A&R LP Agreement is available on the REIT LP’s profile on SEDAR at www.sedar.com.
Significant Events
The REIT LP is in a negative working capital position. Accordingly, the REIT LP’s ability to continue as a going concern is dependent upon the continued support of its Sponsors (as defined herein), and/or upon the completion of the Qualifying Transaction or on the approval of an extension of the permitted timeline should the Qualifying Transaction not be completed. There can also be no assurance that we will be successful in completing our Qualifying Transaction. In the event a Qualifying Transaction does not occur, the escrowed cash will be returned to Class A restricted voting unit holders and the Sponsors will have no recourse against the escrowed cash.
These uncertainties cast significant doubt upon the REIT LP’s ability to continue as a going concern and the ultimate appropriateness of using accounting principles applicable to a going
- 2 -
concern for the REIT LP. The unaudited financial statements for the three and nine months ended September 30, 2020 do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the REIT LP be unable to continue as a going concern. If the REIT LP is unable to continue as a going concern, the REIT LP may be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the unaudited financial statements, which could be material.
On January 8, 2020, the REIT LP closed its initial public offering (the “ Offering ”) of 20,000,000 Class A Restricted Voting units (the “ Class A Restricted Voting Units ”) at U.S.$10.00 per Class A Restricted Voting Unit, for gross proceeds of U.S.$200,000,000. Each Class A Restricted Voting Unit consists of one restricted voting unit of the REIT LP (each, a “ Restricted Voting Unit ”) and one right of the REIT LP (each, a “ Right ”).
Each Restricted Voting Unit, unless previously redeemed, will be automatically renamed “Limited Partnership Units” following the closing of a Qualifying Transaction (the “ Closing ”). Each Right represents the entitlement to automatically receive, for no additional consideration, one-eighth (1/8) of one Restricted Voting Unit (which at such time will represent one-eighth (1/8) of a Limited Partnership Unit, subject to adjustment under the terms of the Qualifying Transaction). The REIT LP’s Class A Restricted Voting Units commenced trading on the Exchange under the symbol SVX.UN on January 8, 2020. The Class A Restricted Voting Units separated into Restricted Voting Units and Rights on February 18, 2020, and trade under the symbols “SVX.U” and “SVX.RT.U”, respectively.
In connection with the Offering, the REIT LP granted Canaccord Genuity Corp. and Echelon Wealth Partners Inc. (the “ Underwriters ”), a 30-day non-transferable option to purchase up to an additional 3,000,000 Class A Restricted Voting Units, at a price of U.S.$10.00 per Class A Restricted Voting Unit, to cover over-allotments, if any, and for market stabilization purposes. The Underwriters partially exercised the over-allotment option to acquire 2,500,000 additional Class A Restricted Voting Units and the over-allotment closed on January 23, 2020. Due to the partial exercise of the over-allotment option, an aggregate of 1,259 Proportionate Voting Units were relinquished without compensation by CG Investments Inc. IV, Subversive Real Estate Sponsor LLC (the “ Subversive Sponsor ”) and Inception Altanova Sponsor, LLC (collectively, the “ Sponsors ”) on January 23, 2020. As a result, following the exercise of the over-allotment option and relinquishment of the 1,259 Proportionate Voting Units, our Sponsors, Michael Auerbach, Leland Hensch, Richard Acosta, Omar Mangalji, Scott Baker, Octavio Boccalandro, Craig Hatkoff, Anne Sullivan, Eric Clarke, Michael Miller, Dylan Marcoot and Dylan Hart (collectively, the “ Founders ”) own an aggregate of 57,561 Proportionate Voting Units (excluding Proportionate Voting Units underlying the Class B Units (as defined herein)).
Concurrent with the closing of the Offering, the Sponsors purchased an aggregate of 512,000 class B units (“ Class B Units ”) at an offering price of U.S.$10.00 per Class B Unit, for gross proceeds of U.S.$5,120,000. Each Class B Unit consists of 1/100 of a Proportionate Voting Unit and one Right. In connection with the partial exercise of the over-allotment, the Sponsors purchased an aggregate of 12,500 additional Class B Units, for additional gross proceeds of U.S.$125,000.
The proceeds of U.S.$225,000,000 from the Offering were placed in an escrow account (the “ Escrow Account ”) with Olympia Trust Company (“ Olympia ”), pursuant to an escrow agreement between the REIT LP and Olympia (the “ Escrow Agreement ”) and will be released upon
- 3 -
consummation of the Qualifying Transaction in accordance with the terms and conditions of the Escrow Agreement.
On October 7, 2020 the REIT LP announced that it had entered into binding agreements as part of a Qualifying Transaction to acquire real properties in the amount of approximately US$97.4 million and originate or acquire US$85.4 million of first lien mortgages (collectively, the " Initial Portfolio Qualifying Transaction "), to become a leading real estate capital provider for prominent cannabis operators that own or are seeking industrial and retail real estate in high growth cannabis markets in the United States.
On October 19, 2020, the REIT LP announced that it had agreed to grant an aggregate of up to 24,116,750 million contingent rights (the “ Contingent Rights ”) to holders of Restricted Voting Units that are not redeemed in connection with the Initial Portfolio Qualifying Transaction and to holders of Restricted Voting Units that are issued in connection therewith, which Contingent Rights will be issued to holders of record on the day following the Closing.
On November 9, 2020, the REIT LP postponed the Closing of its Initial Portfolio Qualifying Transaction and withdrew the optional redemption event that it had extended to holders of Restricted Voting Units in connection therewith. Restricted Voting Units already deposited for redemption were returned to the holders thereof in accordance with the terms of the A&R LP Agreement.
On November 26, 2020, the REIT LP announced that it had determined not to proceed with the Initial Portfolio Qualifying Transaction and that it was exploring an alternative qualifying transaction. The REIT LP also announced that Michael Auerbach and Leland Hensch will become the Chief Executive Officer and Chief Financial Officer, respectively, of the General Partner, effective immediately.
On January 4, 2021, the REIT LP announced that it executed a confidential definitive agreement in connection with a potential transaction, which would, if consummated, qualify as the REIT LP’s Qualifying Transaction. Accordingly, the REIT LP is permitted until April 8, 2021 (15 months following the closing of its initial public offering) to conclude its Qualifying Transaction.
On January 26, 2021, the REIT LP announced the details of the previously announced entry into a definitive agreement in connection with a potential transaction which would, if consummated, qualify as the REIT LP’s Qualifying Transaction. Pursuant to the Qualifying Transaction, the REIT LP will combine with Intercure Ltd. (“ Intercure ”) (dba Canndoc) (TASE: INCR), Israel’s leading cannabis company. Canndoc, a wholly owned subsidiary of Intercure, is Israel’s largest licensed cannabis producer and one of the first to offer Good Manufacturing Practices (GMP) certified and pharmaceutical-grade medical cannabis products in pharmacies across Israel (the “ Intercure Qualifying Transaction ”).
Concurrently, the SPAC also announced a US$65 million private placement, pursuant to which, in connection with the closing of the Intercure Qualifying Transaction, it will issue 6.5 million units at a price per unit of US$10.00 (the “ Private Placement ”).
Under the terms of the Intercure Qualifying Transaction, Intercure is valued at US$300 million.
- 4 -
==> picture [379 x 338] intentionally omitted <==
Both the Intercure Qualifying Transaction and Private Placement are subject to a number of closing conditions, including obtaining shareholder approval from Intercure’s shareholders and listing approval from the NASDAQ.
Further information on the Qualifying Transaction is contained in the REIT LP’s long form prospectus dated February 9, 2021, which is available on the REIT LP’s SEDAR profile at www.sedar.com.
Selected Quarterly Information
Below is selected information from the statement of income for the three and nine months ended September 30, 2020. The following should be read in conjunction with the Interim Financial Statements. There is no comparative interim period available as the REIT LP was formed on November 12, 2019.
Overall Performance and Results of Operations
The REIT LP has not conducted commercial operations as its focus is on the identification and evaluation of businesses or assets to acquire. Other than as otherwise disclosed in this MD&A, there were no notable events that occurred during the reporting period presented.
- 5 -
In the interim, we expect to generate small amounts of non-operating income in the form of interest income on cash and short-term investments, including restricted cash and short-term investments held in escrow. For the nine months ended September 30, 2020, the REIT LP earned interest income of $999,319 and reported a loss of $20,101,280 ($34.54 basic and diluted loss per unit). Excluding the $16,333,657 of non-cash amortization of issue costs on the Rights as of September 30, 2020, the basic and diluted loss per unit is equal $6.47.
Transaction costs are directly related to the Offering and consist mainly of legal, accounting, printing, filing and underwriting costs. Transaction costs incurred from November 12, 2019 (date of formation of the REIT LP) through September 30, 2020 were allocated between Unitholders’ Equity and units subject to redemption on the following basis:
| Class A Restricted Voting Units |
Class A Rights |
Class B Units |
Total | |
|---|---|---|---|---|
| Professional fees (legal, accounting, etc.) |
$ 847,411 | $ 82,622 |
$ 21,784 | $ 951,817 |
| Underwriters’ commission | $ 1,765,836 | $ 172,168 | - | $1,938,005 |
| Listing | $ 155,996 | $ 15,460 | - | $ 171,455 |
| Other | $ 177,279 | $ 17,285 | $ 4,557 | $ 199,121 |
| Total | $ 2,946,522 | $ 287,535 | $ 26,341 | $3,260,398 |
The Underwriters are entitled to an underwriting commission of up to $12,375,000 or 5.5% of the gross proceeds of the Class A Restricted Voting Units issued under the Offering. The REIT LP paid $1,938,005 to the Underwriters in connection with the closing of the Offering, of which $1,413,750 was used to fund CG Investment Inc. IV’s Class B Unit sponsor share purchase obligation. The balance of the underwriting commission of $10,436,995, or 4.6% of the gross proceeds (the “ Deferred Amount ”) of the Class A Restricted Voting Units, has been deferred and will only be paid upon successful completion of the Qualifying Transaction as follows: (A) as to 3.6% of the gross proceeds, to the Underwriters; and (B) as to 1.0% of the gross proceeds, released only at the General Partner’s sole discretion, in whole or in part, as it sees fit, for payment to parties of the General Partner’s choosing and may be paid to the Underwriters. If the Qualifying Transaction is not consummated within the permitted timeline, no Deferred Amount shall be payable. Given completion of the Qualifying Transaction is uncertain, the contingent liability of deferred underwriting commission balance has not been recorded in the Interim Financial Statements. Transaction costs were pro-rated between the Class A Restricted Voting Units, Rights and Class B Units by the amount of proceeds received.
- 6 -
Working capital, which consists of current assets less current liabilities (excluding all proceeds held in escrow), is ($1,758,692) as at September 30, 2020.
Current liabilities as at September 30, 2020 total $2,134,359.
General and Administrative Expenses
The REIT LP’s general and administrative expenses consist of costs required to maintain its public company status in good standing, and expenses incurred to evaluate and identify companies, businesses, assets or properties for potential acquisition. The REIT LP had the following general and administrative expenses for the three and nine month periods ended September 30, 2020:
| Fees connected to a Qualifying Transaction | $ 3,528,279 |
|---|---|
| Regulatory | 17,039 |
| Administrative | 217,697 |
| Total | $ 3,763,015 |
Liquidity and Capital Resources
We intend to use substantially all of the funds held in the Escrow Account, including interest (which interest shall be net of taxes payable and certain expenses) to consummate the Qualifying Transaction. To the extent that, after redemptions, our units or debt is used, in whole or in part, as consideration to consummate a Qualifying Transaction, we may apply the cash balance that is not applied to the purchase price and released to us from the Escrow Account for general corporate purposes, including maintenance or expansion of operations of acquired businesses, payment of principal or interest due on indebtedness incurred in consummating the Qualifying Transaction, funding of subsequent acquisitions, payment of distributions, general ongoing expenses or payment of the deferred underwriting commissions.
- 7 -
==> picture [468 x 215] intentionally omitted <==
As at September 30, 2020, the REIT LP had cash of US$316,800. The REIT LP will generate negative cash flow from operating activities in the future until a Qualifying Transaction is completed and commences revenue generation.
To the extent that the REIT LP requires funding for general ongoing expenses or in connection with sourcing a proposed Qualifying Transaction the REIT LP may obtain funding by way of unsecured loans from the Sponsors and/or their affiliates, which loans would, bear interest at no more than the prime rate plus 1.0%. The Sponsors would not have recourse under such loans against the Escrow Account, and thus the loans would not reduce the value of such Escrow Account.
Otherwise, and subject to any relief granted by the Exchange, the REIT LP may seek to raise additional funds through a rights offering as specified in the AIF in respect of units available to its unitholders, in accordance with the requirements of applicable securities legislation, and subject to placing the required funds raised in the Escrow Account in accordance with applicable Exchange rules.
Financial Instruments
The financial instruments of the REIT LP are mainly its Class A Restricted Voting Units subject to redemption and its accrued expenses. The REIT LP manages its risks relating to the Class A Units by investing the amounts payable on redemption in short term investments and maintaining these assets in an escrow account with Olympia as described in the significant events section. The amounts due to creditors for accrued expenses are unsecured and will have no recourse to the escrowed cash.
Proposed Transactions
As discussed above under “Significant Events”, On January 26, 2021, the REIT LP announced the details of the Intercure Qualifying Transaction. .Concurrently, the SPAC also announced the Private Placement.
- 8 -
Both the Intercure Qualifying Transaction and Private Placement are subject to a number of closing conditions, including obtaining shareholder approval from Intercure’s shareholders and listing approval from the NASDAQ.
Outstanding Units
As of the date of this MD&A, the REIT LP had 22,500,000 Class A Restricted Voting Units, 524,500 Class B Units and 57,562 Proportionate Voting Units and 1 General Partnership Unit issued and outstanding. In addition, the REIT LP had an aggregate of 23,024,500 Rights issued and outstanding.
Related Party Transactions
On March 12, 2020 the REIT LP formally engaged Atlas Management, LLC (“ Atlas ”) as an independent contractor for the provision of consulting services (the “ Services ”). Such Services include assistance with the identification and evaluation of real estate assets as potential acquisition targets for the Qualifying Transaction; and the negotiation, execution and closing of such acquisitions, together with such ancillary services as may reasonably be requested from time to time by the REIT LP. Atlas has agreed to make its “Management Team” available to perform the Services. Its Management Team includes Richard Acosta, Michael Miller, Eric Clarke, Dylan Marcoot and Dylan Hart, all of whom are Founders of the REIT LP. The term of the REIT LP’s engagement with Atlas will continue until the REIT LP successfully closes the Qualifying Transaction, or if the Qualifying Transaction does not take place on or prior to such time, at the end of any period (including any extensions) permitted for the REIT LP to complete the Qualifying Transaction. During the term, the REIT LP shall pay a consulting fee of $62,500 per month (inclusive of applicable taxes) to Atlas.
The REIT LP has executed an administrative services agreement with the Subversive Sponsor, which will make available to the REIT LP administrative support and certain related services as may be required by the REIT LP, including the utilization of office space and utilities. Pursuant to the agreement, in exchange for the administrative services the REIT LP shall pay to the Subversive Sponsor a payment of $10,000 per month. For the period from July 1, 2020 to September 30, 2020, the REIT LP did not make any payments to the Subversive Sponsor. The REIT LP did accrue for the obligation, recording $30,000 of administrative fees, which such amount is included in General & Administrative expenses in the REIT LP’s statement of income and in Accrued Expenses in the REIT LP’s balance sheet.
Off-Balance Sheet Transactions
The REIT LP has no off-balance sheet arrangements.
Significant Accounting Policies and Critical Accounting Estimates
For further information about the accounting policies used by the REIT LP, please refer to the Interim Financial Statements and notes thereto for the period ended September 30, 2020, which have been prepared in accordance with IFRS and with interpretation of the IFRIC. These financial statements meet the requirements of International Accounting Standard 34, “Interim Financial Reporting”.
- 9 -
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Interim Financial Statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant assumptions were used in determining the fair value of the Class A Restricted Voting Units and Class A Rights at inception.
Critical accounting estimates represent estimates made by management that are, by their very nature, uncertain. Management evaluates its estimates on an ongoing basis. Such estimates are based on assumptions that management believes are reasonable under the circumstances, and these estimates form the basis for making judgments about the carrying value of assets and liabilities and the reported amounts of revenues and expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. A summary of the significant accounting policies used by management in the preparation of its financial information is provided in Note 4 to the Interim Financial Statements.
There were no changes made in our internal control over financial reporting that occurred during the period ended September 30, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Future Accounting Changes
The REIT LP does not believe that any accounting standards that have been recently issued but which are not yet effective would have a material effect on the Financial Statements if such accounting standards were currently adopted.
Controls and Procedures
As of September 30, 2020, an evaluation was carried out, under the supervision of and with the participation of management, including the Chief Executive Officer (“ CEO ”) and the Chief Financial Officer (“ CFO ”), of the effectiveness of our disclosure controls and procedures as defined under National Instrument 52-109. Based on that evaluation, the CEO and the CFO concluded that the design and operation of these disclosure controls and procedures were effective as of and during the quarter ended September 30, 2020.
Internal Control over Financial reporting
Management, including the CEO and the CFO, has designed internal control over financial reporting as defined under National Instrument 52-109 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Based on that evaluation, the CEO and the CFO concluded that the REIT LP’s internal control over financial reporting was designed and operating effectively as of and during the quarter ended September 30, 2020 and that there were no material weaknesses in our internal control over financial reporting.
Managing Risk
Except as otherwise disclosed in this MD&A and in the REIT LP’s financial statements for the quarter ended September 30, 2020, there have been no significant changes to the nature and scope of the risks faced by the REIT LP as described in the QT Prospectus, which is available on the
- 10 -
REIT LP’s SEDAR profile at www.sedar.com. These business risks should be considered by interested parties when evaluating the REIT LP’s performance and its outlook.
Contingency
Since December 31, 2019, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, selfimposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility . It is uncertain what impact this volatility will have on the REIT LP’s securities held at fair value and short term investments. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of governmental and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact of such developments on the financial results and condition of the REIT LP in future periods.
- 11 -