The REIT is a SIFT trust (and not a REIT for income tax purposes) indirectly carrying on a hotel business. It holds a subsidiary real estate LP (Temple LP) through a subsidiary Ontario unit trust (TR Trust). It will convert to a public corporation (New Temple) under a CBCA plan of arrangement pursuant to s. 85.1(8).
Proposed Plan of Arrangement under the CBCA under which all the outstanding units of the (TSX-listed) Fund are exchanged on a one-for-one basis for common shares of a recently-incorporated CBCA corporation (WesternOne Inc.) (with the one initial share of WesternOne Inc. heretofore held by the Fund cancelled.)
The Trust's Declaration of Trust is proposed to be amended to accommodate the extension of the term of the Trust to 2019 and a revised structure (reflecting the introduction of the character conversion rules) under which it will hold its subordinated bank securities (including European bank securities) and other securities directly rather than indirectly through a forward purchase and sale structure.
The Manager (Marret Asset Management Inc.) is seeking the approval of unitholders to approve extending the termination date of the Fund by five years to October 31, 2019 (the "Continuation"), and amending the Fund's investment objectives and management fee provisions.
Pursuant to a Plan of Arrangement under s. 193 of the ABCA, the jurisdiction of incorporation of Gastar will be changed from Alberta to Delaware by way of a domestication under s. 388 of the Delaware General Corporation Law ("DGCL") – so that its existence as a corporation will be deemed to have commenced on December 22, 2005, the date of original incorporation under the ABCA. Gastar will delist from the TSX.
In order to merge the car rental business of Adreca, a private Delaware corporation, with the car rental business of FSNA, a TSXV-listed CBCA corporation, Adreca will be merged into a subsidiary of FSNA with Adreca as the survivor, and FSNA, following its continuance from Canada to Delaware ("New FSNA"), will then be merged with Adreca, with New FSNA as the survivor.
For a more detailed summary, see under Cross-Border Mergers - Outbound - Continuance and Merger.
