Slate Grocery REIT (TSX: SGR.U) (TSX: SGR.UN) (the “REIT”), an owner and operator of U.S. grocery-anchored real estate, announced today that it has obtained an interim order (the “Interim Order”) of the Ontario Superior Court of Justice (Commercial List) (the “Court”) in connection with the proposed acquisition by EP/BRX Holdings LLC (the “Purchaser”), a joint venture between an affiliate of Brixmor Property Group Inc. and affiliates of Everview Partners, L.P., of all of the REIT’s issued and outstanding units pursuant to the terms and conditions of an arrangement agreement (the “Arrangement Agreement”) among the REIT, the Purchaser and 1001700324 Ontario Inc. dated September 27, 2026 (the “Arrangement”). The Arrangement was previously announced by the REIT on September 28, 2026.
Interim Order, Meeting and Circular
The Interim Order, granted on October 22, 2026, authorizes the calling and holding of a special meeting of unitholders of the REIT (the “Meeting”) to consider and vote on a special resolution approving the Arrangement. The Meeting is scheduled to be held in a virtual-only format on Wednesday, November 25, 2026 at 11:00 a.m. (Eastern time). Unitholders of record as of the close of business on October 20, 2026 will be entitled to receive notice of and vote at the Meeting.
The REIT expects to file its management information circular (the “Circular”) and related meeting materials on SEDAR+ on November 2, 2026 and to mail those materials to unitholders on or about November 2, 2026. The Circular will provide details of the Arrangement, the matters to be considered at the Meeting and the procedures for participating in and voting at the Meeting. Once filed, the Circular and related meeting materials will be available under the REIT’s profile on SEDAR+ at www.sedarplus.ca and on the REIT’s website at slategroceryreit.com. Unitholders are urged to read the Circular and related meeting materials carefully when they become available.
Other Matters
In connection with the Arrangement, the REIT has applied to the Ontario Securities Commission (the “OSC”) for discretionary exemptive relief from the requirement to obtain minority approval on a class-by-class basis under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) with a view to ensuring that the vote is structured in a manner that is fair to all unitholders. Under the REIT’s declaration of trust, holders of class A units, class I units and class U units generally vote together as a single class unless the business to be transacted affects holders of one class in a manner materially different from its effect on holders of another class. The REIT’s board of trustees has determined that the Arrangement does not have such a differential effect.
If the requested relief is granted, disinterested holders of class A units, class I units and class U units will vote on the Arrangement under MI 61-101 together as a single class, with one vote per unit, rather than separately by class. Votes required to be excluded under MI 61-101 will be excluded from that minority approval vote. There can be no assurance that the requested relief will be granted by the OSC.
The REIT’s declaration of trust permits the trustees of the REIT to require the conversion of all outstanding class A units or class I units into class U units if the number of outstanding units of the applicable class is less than 10% of the number of units of that class issued on the closing of the REIT’s initial public offering, which is currently the case for both the class A units and class I units. If the requested relief is not secured prior to the date that is 10 business days before the Meeting, all class A units and class I units will be converted into class U units, effective before the Meeting, pursuant to such provisions. Holders of class A units or class I units on the record date whose units are so converted will be deemed to have held those class U units on the record date, the whole in accordance with the terms of the REIT’s declaration of trust.
Completion of the Arrangement remains subject to the requisite unitholder approvals, including approval by at least two-thirds of the votes cast by unitholders voting together as a single class and the applicable minority approval under MI 61-101, receipt of the final order of the Court approving the Arrangement, receipt of the required approval under the Investment Canada Act, and the satisfaction or waiver of the other conditions to closing set out in the Arrangement Agreement. Subject to obtaining the necessary approvals and satisfying or waiving the other closing conditions, the Arrangement is expected to be completed in the first quarter of 2027.
About Slate Grocery REIT (TSX: SGR.U / SGR.UN)
Slate Grocery REIT is an owner and operator of U.S. grocery-anchored real estate. The REIT owns and operates critical real estate infrastructure across major U.S. metro markets that communities rely upon for their daily needs. The REIT’s resilient grocery-anchored portfolio and strong credit tenants are expected to provide unitholders with durable cash flows and the potential for capital appreciation over the longer term. Visit slategroceryreit.com to learn more about the REIT.
About Slate Asset Management
Slate Asset Management is a global investor and manager focused on essential real estate and infrastructure assets. We focus on fundamentals with the objective of creating long-term value for our investors and partners across the real assets space. We are supported by exceptional people and flexible capital, which enable us to originate and execute on a wide range of compelling investment opportunities. Visit slateam.com to learn more, and follow Slate Asset Management on LinkedIn, X (Twitter), and Instagram.
Forward-Looking Statements
Certain information herein constitutes “forward-looking information” as defined under Canadian securities laws which reflect management’s expectations regarding objectives, plans, goals, strategies, future growth, results of operations, performance, business prospects and opportunities of the REIT. Forward-looking information in this press release includes statements regarding the proposed Arrangement and its anticipated timing, the anticipated filing and mailing of the Circular and related meeting materials, the timing and conduct of the Meeting, the requested exemptive relief and the proposed voting arrangements if that relief is granted, the conversion of class A units and class I units into class U units if that relief is not obtained within the required timeframe, receipt of the required unitholder, Court and Investment Canada Act approvals, and the satisfaction or waiver of the other closing conditions. The words “plans”, “expects”, “does not expect”, “scheduled”, “estimates”, “intends”, “anticipates”, “does not anticipate”, “projects”, “believes”, or variations of such words and phrases or statements to the effect that certain actions, events or results “may”, “will”, “could”, “would”, “might”, “occur”, “be achieved”, or “continue” and similar expressions identify forward-looking statements. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable by management as of the date hereof, are inherently subject to significant business, economic and competitive uncertainties and contingencies. When relying on forward-looking statements to make decisions, the REIT cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not the times at or by which such performance or results will be achieved. A number of factors could cause actual results to differ, possibly materially, from the results discussed in the forward-looking statements. Additional information about risks and uncertainties is contained in the filings of the REIT with securities regulators.
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