HALIFAX,
NS, June 27, 2024 /CNW/ - (TSXV: NXLV) –
NexLiving Communities Inc. ("NexLiving" or the "Company"),
announced today that its shareholders voted in favour of all items
of business brought before them at the Company's annual and special
meeting of shareholders held on June 27,
2024.
At the meeting, the seven incumbent nominees to the Company's
board of directors (the "Board"), namely Michael Anaka, William
Hennessey, Andrea Morwick,
Drew Koivu, David Pappin, Dr. Brian
Ramjattan and Richard Turner,
were elected for the ensuing year. In addition, Jeff York, Jean-Pierre
Poulin, Francis Pomerleau and
Stavro Stathonikos were elected as
alternate nominees to the Board, such that on completion of the
Company's previously announced transaction (the "Transaction") with
Devcore Group Inc. and 8985979 Canada Inc. (the "Sellers") under
the previously announced purchase agreement dated January 21, 2024 (the "Purchase Agreement"), the
Board will consist of seven directors, namely Michael Anaka, William
Hennessey, Richard Turner,
Jeff York, Jean-Pierre Poulin, Francis Pomerleau and Stavro Stathonikos.
PricewaterhouseCoopers LLP was re-appointed as the Company's
auditor to hold office until the next annual meeting of
shareholders or until its successor is duly appointed, at a
remuneration to be fixed by the Board. All other items of business
were also approved.
Extension of Devcore Transaction Outside Date
The Company also announced it has agreed with the Sellers to
extend the outside date (the "Outside Date") for completion of the
Transaction.
In light of the expected timing for the assumption of mortgages
of the property portfolio being acquired under the Purchase
Agreement, the Outside Date has been extended from June 30 to July 31, 2024 or such later date as
may be agreed to by the parties, including extension in certain
specified circumstances.
The Transaction received TSXV final approval on May 15, 2024. As previously announced the
Transaction has also received shareholder and Competition Act
approval. NexLiving and the Sellers continue to make progress
towards closing the Transaction and, subject to the
satisfaction of customary closing conditions, NexLiving expects
that the Transaction will close during the third quarter of
2024.
McLaughlin Sale Update
On June 24, 2024, the Company
closed on the sale of the 127-suite McLaughlin property, previously announced on
June 4, 2024. The $19.4 million sale price represented a 4.87%
capitalization rate and a +40% IRR on the Company's original
investment made in 2020. NexLiving received approximately
$4.7 million in cash proceeds, net of
the current mortgage balance, enabling the Company to reduce
indebtedness and decrease the Company's Net Debt to Gross Book
Value ratio by approximately 300 basis points.
About NexLiving
The Company continues to execute on its plan to acquire recently
built or refurbished, highly leased multi-residential properties in
bedroom communities across Canada.
The Company aims to deliver exceptional living experiences to our
residents and provide comfortable, affordable housing solutions
that cater to a wide range of demographics. The properties offer a
range of modern and updated suites, with a variety of amenities and
features that allow residents to experience a hassle-free and
maintenance-free lifestyle. The Company is committed to investing
in its properties to ensure that they are modern and up-to-date.
For its recently acquired properties in Ontario, the Company has undertaken a targeted
value-add capital program to modernize and reposition the large
existing suites. The Company currently owns 1,039 units in
New Brunswick and Ontario. NexLiving has also developed a robust
pipeline of qualified properties for potential acquisition. By
screening the properties identified to match the criteria set out
by the Company (proximity to healthcare, amenities, services and
recreation), management has assembled a significant pipeline of
potential acquisitions for consideration by the Company's Board of
Directors. For more information about NexLiving, please refer to
our website at www.nexliving.ca and our public disclosure at
www.sedarplus.ca.
Non-IFRS Financial Measures
The Company prepares and releases unaudited consolidated interim
financial statements and audited consolidated annual financial
statements prepared in accordance with IFRS. In this and other
releases, as a complement to results provided in accordance with
IFRS, NexLiving discloses financial measures not recognized under
IFRS which do not have standard meanings prescribed by IFRS. These
include FFO, FFO (cents per share) – diluted, FFO payout ratio, Net
Debt to GBV and same-property metrics (collectively, the "Non-IFRS
Measures"). These Non-IFRS Measures are further defined and
discussed in the MD&A dated May 15,
2024, which should be read in conjunction with this news
release. Since these measures are not recognized under IFRS, they
may not be comparable to similar measures reported by other
issuers. The Company presents the Non-IFRS measures because
management believes these Non-IFRS measures are relevant measures
of the ability of NexLiving to earn revenue and to evaluate its
performance and cash flows. A reconciliation of these Non-IFRS
measures is included in the MD&A dated May 15, 2024. The Non-IFRS measures should not be
construed as alternatives to net income (loss) or cash flows from
operating activities determined in accordance with IFRS as
indicators of the Company's performance.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this press release.
Forward-Looking Statements
This news release forward-looking information within the meaning
of applicable Canadian securities laws ("forward-looking
statements"). All statements other than statements of historical
fact are forward-looking statements. Often, but not always,
forward-looking statements can be identified by the use of words
such as "plans", "expects", "is expected", "budget", "scheduled",
"projects", "estimates", "forecasts", "intends", "continues",
"anticipates", or "does not anticipate" or "believes" or variations
(including negative variations) of such words and phrases, or state
that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements contained in this news release include,
but are not limited to, statements about Board composition,
management's expectations regarding the timing of the closing of
the Transaction, and intentions to use the proceeds of the
McLaughlin sale to reduce
indebtedness and decrease the Company's Net Debt to Gross Book
Value ratio. Such forward-looking statements are qualified in their
entirety by the inherent risks and uncertainties surrounding future
expectations. These forward-looking statements reflect the current
expectations of the Company's management regarding future events
and operating performance, but involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Actual
events could differ materially from those projected herein and
depend on a number of factors. These risks and uncertainties are
more fully described in regulatory filings, which can be obtained
on SEDAR+ at www.sedarplus.ca, under NexLiving's profile, as well
as under Risk Factors section of the MD&A released on
May 15, 2024. Although
forward-looking statements contained in this new release are based
upon what management believes are reasonable assumptions, there can
be no assurance that actual results will be consistent with these
forward-looking statements. Accordingly, readers should not place
undue reliance on forward-looking statements. The forward-looking
statements in this new release speak only as of the date of this
news release. Except as required by applicable securities laws, the
Company does not undertake, and specifically disclaims, any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future developments or
otherwise, except as required by applicable law.
SOURCE NexLiving Communities Inc.