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Ravelin Properties REIT Receives Final Order Approving Plan of Arrangement with Clarke Inc.

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Ravelin Properties REIT (TSX:RPR.UN, OTC:SLTTF) received a final order from the Ontario Superior Court of Justice approving its plan of arrangement with Clarke. Under the arrangement, Clarke will acquire all outstanding REIT units and three series of convertible unsecured subordinated debentures.

The court order is the last substantive approval before closing. Completion is anticipated on or about May 29, 2026, subject to customary closing conditions. Shortly after closing, the REIT’s securities are expected to be delisted from the TSX, and the REIT plans to apply to cease being a reporting issuer under Canadian securities laws.

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Positive

  • Final court order obtained for Clarke acquisition of all REIT securities
  • Closing of arrangement anticipated on or about May 29, 2026

Negative

  • REIT units and debentures expected to be delisted from TSX after closing
  • REIT intends to cease being a reporting issuer in Canadian jurisdictions

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Toronto, Ontario--(Newsfile Corp. - May 27, 2026) - Ravelin Properties REIT (TSX: RPR.UN) (the "REIT") announces that the Ontario Superior Court of Justice (Commercial List) issued a final order today (the "Final Order") in connection with the previously announced plan of arrangement under the Canada Business Corporations Act (the "Arrangement"), pursuant to which Clarke Inc. will acquire all of the outstanding units of the REIT (the "REIT Units") and all of the REIT's outstanding 9.00% convertible unsecured subordinated debentures, 5.50% convertible unsecured subordinated debentures and 7.50% convertible unsecured subordinated debentures (collectively, the "REIT Debentures", and together with the REIT Units, the "REIT Securities"). The Final Order was the final substantive approval required prior to the closing of the Arrangement. It is anticipated that the Arrangement will be completed on or about May 29, 2026 (the "Effective Date"), subject to the satisfaction of customary closing conditions.

It is anticipated that the REIT Securities will be delisted from the Toronto Stock Exchange ("TSX") and that the REIT will apply to cease to be a reporting issuer in all jurisdictions in which it is a reporting issuer under Canadian securities laws, in each case shortly after completion of the Arrangement.

About Ravelin Properties REIT (TSX: RPR.UN)

The REIT owns and operates a portfolio of well-located commercial real estate assets in North America and Europe. The majority of the REIT's portfolio is comprised of government and high-quality credit tenants. Further information about the REIT is available on SEDAR+ at www.sedarplus.ca and www.ravelinreit.com.

Forward-Looking Statements

Certain statements contained in this news release contain "forward-looking information" within the meaning of applicable securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might", "have potential" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements." Forward-looking information and statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to a variety of risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking information and statements include, but are not limited to, information and statements regarding the timing and ability of the REIT to complete the Arrangement; the timing and ability of the REIT to satisfy the conditions precedent to completing the Arrangement; the anticipated Effective Date, the delisting of the REIT Securities from the TSX, the REIT ceasing to be a reporting issuer under Canadian securities laws, and other statements that are not historical fact.

Although the REIT believes that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of the REIT, and its management and board of trustees, as of the date hereof. The REIT cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within its control, and there is no assurance that they will prove correct. Consequently, there can be no assurance that the actual results or developments anticipated by the REIT will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, the REIT, the current holders of REIT Units and REIT Debentures, or the future results and performance of the REIT.

Readers, therefore, should not place undue reliance on any such forward-looking statements. There can be no assurance that the Arrangement will be completed or that it will be completed on the terms and conditions contemplated in this news release. The Arrangement could be modified or terminated in accordance with its terms. Further, the forward-looking information and statements in this news release are based on beliefs and opinions of the REIT at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and the REIT disavows and disclaims any obligation to do so except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of the REIT.

For Further Information

Investor Relations
Tel: +1 647 792 6060
Email: ir@ravelinreit.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/299110

FAQ

What did Ravelin Properties REIT (SLTTF) announce about its plan of arrangement with Clarke on May 27, 2026?

Ravelin Properties REIT announced it obtained a final court order approving its plan of arrangement with Clarke. According to Ravelin, this arrangement will see Clarke acquire all outstanding REIT units and specified convertible unsecured subordinated debentures, subject to customary closing conditions.

When is the Clarke acquisition of Ravelin Properties REIT (SLTTF) expected to close?

The acquisition is anticipated to close on or about May 29, 2026. According to Ravelin, this date follows issuance of the final court order, with completion still subject to satisfaction of customary closing conditions before the arrangement becomes effective.

What happens to Ravelin Properties REIT units and debentures after the Clarke arrangement closes?

Ravelin expects its units and debentures to be delisted from the Toronto Stock Exchange shortly after closing. According to Ravelin, the REIT also plans to apply to cease being a reporting issuer in all Canadian jurisdictions where it is currently reporting.

Which Ravelin Properties REIT (SLTTF) securities are included in the Clarke acquisition?

The arrangement covers all outstanding REIT units and three series of convertible unsecured subordinated debentures. According to Ravelin, these are the 9.00%, 5.50%, and 7.50% convertible unsecured subordinated debentures, collectively defined as the REIT debentures.

Is the final court order the last major approval for the Ravelin Properties REIT and Clarke transaction?

Yes, the final order is described as the last substantive approval required before closing. According to Ravelin, completion of the arrangement now depends mainly on satisfying customary closing conditions ahead of the anticipated May 29, 2026 effective date.

How does the Ravelin Properties REIT (SLTTF) court approval affect current unitholders and debentureholders?

The approval clears the way for Clarke to acquire all outstanding units and debentures. According to Ravelin, once the arrangement closes and securities are delisted, investors will no longer hold publicly traded Ravelin securities on the Toronto Stock Exchange.