Altus Group, a Global Company, Announces Intention to Convert to Dividend-Paying Corporation
TORONTO, ONTARIO–(Marketwire – June 29, 2010) – Altus Group Income Fund (“Altus” or “the Fund”) (TSX:AIF.UN) today announced that it intends to convert from an income trust to a corporate structure, effective on or about January 1, 2011. This proposed reorganization is being undertaken as a result of legislative changes to the tax treatment of business income trusts.
It is anticipated that the new Altus Group corporate entity will maintain the current level of distributions following the conversion to a corporate structure.
“Altus Group carefully considered conversion to a corporation, and we remain confident in our ability to deliver the same entrepreneurial culture, the same commitment to excellence, and the same close alignment with the interests of both current and future investors,” said Gary Yeoman, CEO of Altus Group. “Since it became public as an income trust in May of 2005, Altus has completed more than 20 acquisitions and significantly expanded its geographic reach to become the leading provider of independent real estate consulting and professional advisory services worldwide. As a corporation, we intend to pursue our strategy of growth with the same objectives, enthusiasm and integrity.”
The conversion is intended to be effected by way of a statutory plan of arrangement pursuant to which unitholders of the Fund will exchange their units for common shares of a newly formed, wholly owned subsidiary of the Fund on a one-for-one basis. Similarly, holders of Class B limited partnership units of Altus Group Limited Partnership (“AGLP”) will exchange such units for common shares of the new corporation on a one-for-one basis. It is expected that the conversion will be accomplished on a tax-deferred basis to unitholders of the Fund and AGLP.
The actual conversion is subject to a number of conditions, including receipt of certain commercial and regulatory approvals. As an arrangement governed by corporate law, it is also subject to court approval and the approval of not less than two-thirds of the votes cast at a meeting of Fund and AGLP unitholders, which meeting is expected to occur in the fourth quarter. There can be no assurance at this time that all approvals, consents and conditions required to effect the proposed conversion will be obtained or that the conversion transaction will be completed.
Highlights of Conversion
In connection with this process, Altus management established an internal committee to consider a broad range of strategic alternatives. The Trustees and management of Altus believe that the proposed conversion of the Fund’s capital structure is in the best interests of Altus and its stakeholders, including the unitholders of the Fund and AGLP. It is expected that the conversion may provide the following benefits:
- Enhanced access to capital markets, which will benefit Altus as it continues to expand through acquisitions;
- A simplified tax and legal structure, more comparable to the majority of public companies operating in Canada, providing among other items the benefit of reduced internal and external administrative costs;
- A corporate structure that may offer the potential to attract a broader investor base; and
- No restriction on non-resident ownership.
The executive officers of Altus Group Income Fund will be the executive officers of the new Altus Group corporate entity and the Board of Directors will be composed of the same individuals who are on the Board of Trustees of the Fund.
About Altus Group Income Fund
Altus Group is the leading multidisciplinary provider of independent real estate consulting and professional advisory services worldwide. With a staff of over 1,600, Altus Group has a network of over 60 offices in 14 countries worldwide, including Canada, UK, Australia, Asia and the United States. We operate four interrelated Business Units, bringing years of expertise together into one comprehensive platform: Research, Valuation and Advisory; Cost Consulting and Project Management; Realty Tax Consulting and Geomatics services. AltusÊ¹ clients include banks, financial institutions, governments, pension funds, asset and fund managers, developers and landlords and companies engaged in the oil and gas industry.
For more information on Altus Group, please visit: www.altusgroup.com.
Certain statements in this press release may constitute “forward-looking” statements, which involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Fund and its subsidiary entities, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. When used in this press release, such statements use words such as “may”, “will”, “expect”, “believe”, “plan”, “would”, “could” and other similar terminology. These statements are not guarantees of future performance and are subject to numerous risks and uncertainties, including those described in the Fund’s publicly filed documents, including the Annual Information Form, dated March 24, 2010 (which are available on SEDAR at www.sedar.com). Those risks and uncertainties include: general state of the economy; dependence on oil and gas sector; competition in the industry; reliance on and retention of professionals; interest rate risk; currency risk; credit risk; ability to maintain profitability and manage growth; revenue and cash flow volatility; dependence on Canadian multi-residential market; integration of acquisitions; protection of intellectual property; weather; fixed-price and contingency engagements; performance of obligations / maintenance of client satisfaction; appraisal mandates; customer concentration; restrictions on potential growth; operating risks; risk of future legal proceedings; legislative and regulatory changes and insurance limits. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. These statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this press release. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Fund cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release and, except in accordance with applicable law, the Fund assumes no obligations to update or revise them to reflect new events or circumstances. Additionally, the Fund undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Fund, its financial or operating results, or its securities.
Camilla BartosiewiczBartosiewicztoronto-hqVice President, Investor Relations