First Capital Unitholders Approve The Arrangement With Kingsett Capital And Choice Properties REIT
First Capital REIT ("First Capital" or the "REIT") (TSX: FCR.UN) is pleased to announce that at the special meeting...
FIRST CAPITAL UNITHOLDERS APPROVE THE ARRANGEMENT WITH KINGSETT CAPITAL AND CHOICE PROPERTIES REIT
First Capital REIT (“First Capital” or the “REIT”) (TSX: FCR.UN) is pleased to announce that at the special meeting (the “Meeting”) of unitholders of First Capital (the “Unitholders”) held earlier today, the Unitholders voted in favour of a special resolution (the “Arrangement Resolution”) approving the previously announced plan of arrangement (the “Arrangement”) pursuant to the arrangement agreement dated April 16, 2026 (the “Arrangement Agreement”) between, among others, the REIT, KingSett Real Estate Growth LP No. 8 and Choice Properties Real Estate Investment Trust (“Choice Properties”) (TSX: CHP.UN). Pursuant to the terms of the Arrangement Agreement, Unitholders will be entitled to receive, for each outstanding unit of First Capital (a “REIT Unit”) held, a combination of $19.24 in cash and 0.3186 of a unit (each whole unit, a “Choice Unit”) in the capital of Choice Properties (collectively, the “Arrangement Consideration per Unit”).
The Arrangement Resolution required approval of (i) at least two‑thirds (66 2/3%) of the votes cast by Unitholders and (ii) a simple majority of the votes cast by Unitholders excluding the votes of any Unitholder whose votes were required to be excluded for the purposes of “minority approval” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (the “Excluded Votes”), in each case, present in person (or virtually) or represented by proxy and entitled to vote at the Meeting.
The following is a summary of the votes cast by Unitholders represented in person (or virtually) or by proxy at the Meeting on the Arrangement Resolution:
| Arrangement Resolution Vote | Number of Units | Percentage of Votes Cast | ||
| For | Against | For | Against | |
| Unitholders | 158,982,919 | 350,296 | 99.78 % | 0.22 % |
| Unitholders (excluding the Excluded Votes) | 120,035,772 | 350,296 | 99.71 % | 0.29 % |
First Capital’s full report of voting results on the matter presented at the Meeting, and the management information circular of the REIT dated May 21, 2026 (the “Circular”) that was mailed to Unitholders in connection with the Arrangement, can be found under First Capital’s profile on SEDAR+ at www.sedarplus.ca.
The REIT intends to seek a final order of the Ontario Superior Court of Justice (Commercial List) (the “Court”) approving the Arrangement at a hearing scheduled for June 25, 2026, at 9:30 a.m. (Toronto time). The Arrangement is expected to close in the fourth quarter of 2026, assuming that required approvals are obtained and all other conditions are satisfied.
Unitholders who have questions or require assistance submitting their REIT Units in connection with the Arrangement may contact Computershare Investor Services Inc., the depositary engaged in connection with the Arrangement, by phone at 1-800-564-6253 (within North America) or 1-514-982-7555 (outside of North America) or by email at corporateactions@computershare.com.
About First Capital
First Capital owns and operates, acquires, and develops open-air grocery-anchored shopping centres in neighbourhoods with the strongest demographics in Canada.
Source : First Capital Real Estate Investment Trust
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