HALIFAX,
NS, June 28, 2023 /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, 2023.
At the meeting, the seven nominees to the Company's Board of
Directors, namely Michael Anaka,
William Hennessey, Andrea Morwick, Drew
Koivu, David Pappin, Dr.
Brian Ramjattan and Richard Turner, were elected for the ensuing
year.
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.
Shareholders also passed a special resolution to approve a
consolidation of the Company's common shares on the basis of one
post-consolidation share for a minimum of every ten (10)
pre-consolidation shares and a maximum of every twenty (20)
pre-consolidation shares, as the directors may determine and
subject to TSX Venture Exchange approval. The board of directors of
the Company has determined to effect the consolidation on the basis
of one (1) post-consolidation share for every twenty (20)
pre-consolidation shares. Outstanding security-based compensation
will be adjusted on the basis of the same ratio. In the event that
the consolidation would otherwise result in the issuance of a
fractional share, no fractional share shall be issued and such
fraction will be rounded down to the nearest whole number. The
Company currently has 330,782,648 common shares issued and
outstanding. Following the consolidation, there will be
approximately 16,539,132 common shares issued and outstanding.
Letters of transmittal with respect to the consolidation will be
mailed to all of the Company's registered shareholders shortly. All
registered shareholders will be required to send the certificates
representing their pre-consolidated common shares, along with a
properly executed letter of transmittal, to the Company's registrar
and transfer agent, Computershare Investor Services Inc., all in
accordance with the instructions provided in the letter of
transmittal. Additional copies of the letter of transmittal can be
obtained through Computershare at 1-800-564-6253. All
shareholders who submit a duly completed letter of transmittal
along with their pre-consolidated share certificates to
Computershare will receive a direct registration advice.
Further details of the consolidation are contained in the
Company's information circular dated May 25,
2023, which was filed and is available on SEDAR under the
Company's profile. The Company will not declare a record date for
the purposes of the share consolidation.
Following the meeting, Glenn
Jessome resigned as Corporate Secretary of the Company and
the Board of Directors appointed Glenn
Holmes in his stead. Mr. Holmes has been Chief Financial
Officer of NexLiving since 2018 and will continue to serve as Chief
Financial Officer and Corporate Secretary. The Company would like
to thank Mr. Jessome for his contribution to the Company over the
last several years.
About the Company
The Company continues to execute on its plan to acquire recently
built or refurbished, highly leased multi-residential properties in
bedroom communities in Atlantic
Canada and Ontario. 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 1,166 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.sedar.com.
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, management's expectations of
additional rental increases to come into effect by year end and the
further enhancement of the Company's financial results. 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, including the Company's Annual Information
Form, which can be obtained on SEDAR at www.sedar.com, under
NexLiving's profile, as well as under Risk Factors section of the
MD&A released on April 13,
2023. 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.
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
earnings 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, 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 April 13, 2023, 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 April 13,
2023. 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.
SOURCE NexLiving Communities Inc.