European Residential files information circular for AGM

Executive Summary

• European Residential Real Estate Investment Trust (ERES) has filed its management information circular for a special meeting to approve a proposed arrangement whereby an affiliate of Canadian Apartment Properties REIT (CAPREIT) will acquire all outstanding units of ERES not already owned by CAPREIT.
• The acquisition is an all-cash transaction valued at $1.19 per unit, based on the arrangement agreement entered into on March 2, 2026, as amended on March 20, 2026.
• The special meeting of unitholders is scheduled for April 27, 2026, with the anticipated completion of the arrangement in the second quarter of 2026, subject to court approval and shareholder votes.

Key Details

• Transaction Structure: An affiliate of Canadian Apartment Properties REIT (CAPREIT) will acquire all issued and outstanding units of European Residential REIT not already owned by CAPREIT and its affiliates.
• Consideration: $1.19 per unit in an all-cash transaction.
• Agreement Dates: The arrangement agreement was entered into on March 2, 2026, and amended on March 20, 2026.
• Meeting Details:
  • Date: April 27, 2026, at 10 a.m. Toronto time.
  • Format: Virtual-only meeting via live webcast.
  • Record Date: March 16, 2026.
• Voting Requirements:
  • Approval by not less than 66-2/3rds% of votes cast by holders of units and non-participating special voting units (SVUs), voting together as a single class.
  • Approval by a majority of votes cast by public REIT unitholders (excluding conflicted parties).
• Court Approval: The anticipated hearing date for the application for the final order of the court is April 29, 2026.
• Board Recommendation: The REIT board unanimously recommended that public unitholders vote for the arrangement, determining it is in the best interests of the REIT and fair from a financial point of view.
• Proxy Voting Deadline: 10 a.m. Toronto time on April 24, 2026.
• Target Portfolio (as of Dec. 31, 2025):
  • 1,029 residential suites (including 410 suites classified as assets held for sale).
  • Ancillary retail space located in the Netherlands.
  • Total fair value of approximately €310.1 million (including ~€87.9 million of assets held for sale).

Notable Quotes

• "The REIT board unanimously (with conflicted trustees abstaining) determined that the arrangement is in the best interests of the REIT and the consideration to be received by unitholders, other than Canadian Apartment and its affiliates, is fair, from a financial point of view, to public REIT unitholders and is unanimously (with conflicted trustees abstaining) recommending that the public REIT unitholders vote for the arrangement resolution."