Sept 20, 2019: Voting Results – Sept 14, 2019 Annual Meeting

Dear Shareholder:

On behalf of SAGE Properties Corp. (“SAGE)” and the board of directors (“the Board”), I would like to thank all of the shareholders who participated in our Annual Meeting (“the Meeting”) on September 14, 2019.

AGM Results

A total of 255 shareholders or 48.42% of the issued and outstanding voting shares were represented at the meeting and the following individuals were elected to the Board with each director receiving over 95% support:

Sandra Jory               Irfhan Rawji

Murray Warnke         Reginald Zotzman

Ralph Huizinga         Andrea Whyte

The special resolution to amend the redemption provisions of the Articles of SAGE (“the Articles”) were also approved with 77% support.  Please see attached document here that outlines the changes made to articles. 

Divestiture Update:

Earlier this year, the board reviewed the 3 year mandate received from its shareholders to determine if it would be in the best interests of shareholders to move forward with the sale of its assets, without the subdivision and emancipation of utilities being 100% complete.  During this period, Sage also experienced an increase in interest from qualified buyers.  Seeing this increase in the market, the board made the decision to move forward with hiring a broker and to start the process of disposing of Sage’s assets.  In June 2019, the Board hired KPMG Corporate Finance, an experienced middle market broker, to commence a confidential sales process. In August 2019, KPMG commenced a broad divestment process and I am very excited to announce that there has been strong interest from potential buyers.  While at this stage it is too early to determine whether the process will result in an acceptable offer or to determine an exact timing for the closing of a potential transaction, it is our hope than attractive offer will be obtained this fall and that a transaction will be presented to shareholders for approval later this year. In the event that attractive offers are not received, Sage will continue its work on the mandate of subdivision and emancipation of the utilities, looking to complete its mandate in 2020.

If you have any questions with respect to any of the information provided in this newsletter, please contact SAGE at 403-478-9661 or by email to info@sageproperties.ca

Sincerely yours,

Sandra Jory, CPA, CA

Board Chair

SAGE Properties Corp.

Sept 9, 2019 – Management Staffing Changes

Dear Shareholder,

Sage Properties Corp. (“Sage”) wishes to advise that Scott McCourquodale has stepped down as CEO and Sage board member effective August 30, 2019.   Mr. McCourquodale served in these roles at Sage for approximately three years. The board of directors of Sage thanks Mr. McCourquodale for his contributions to the company and wishes him well on his future endeavours. Sage does not expect to obtain a replacement for Mr. McCourquodale. The board of directors believes it can carry out its current value maximizing mandate within the current management team.

If you have any questions, please contact Sage at 403-478-9661 or by email at info@sageproperties.ca.

Sincerely yours,

Sandra Jory, CPA, CA
Board Chair
Sage Properties Corp.

Sept 14, 2019 – Notice of Annual Meeting

Notice of Annual and Special Meeting of Shareholders to be held on Saturday, September 14, 2019

The annual and special meeting (the “Meeting“) of the holders (the “Shareholders“) of Class A Common Shares (“Shares“) of Sage Properties Corp. (“Sage“) will be held in the Piper Ballroom located at the Executive Royal Hotel Edmonton Airport, 8450 Sparrow Dr, Leduc, AB, T9E 7G4 on Saturday, September 14, 2019 at 1:00 pm (Mountain Daylight Time) to:

  1. receive and consider Sage’s financial statements for the fiscal year ended March 31, 2019, together with the report of the auditors;
  2. to fix the number of directors to be elected at six;
  3. elect six directors;
  4. appoint the auditors and authorize the directors to fix the auditors remuneration;
  5. consider and, if thought advisable, with or without variation, to approve a special resolution, the full text of which is set forth in Appendix A to the management information circular (“Information Circular“) accompanying this notice, to amend the Share redemption provisions contained in Sage’s Articles of the Corporation, as further described in the Information Circular; and
  6. transact such other business as may properly be brought before the Meeting or any adjournment thereof.

Each Share entitled to be voted at the Meeting will entitle the holder to one vote at the Meeting and each Shareholder shall be permitted to vote their Shares, or any portion thereof, in favour of each of the resolutions that are considered at the Meeting.

The record date (the “Record Date“) for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is August 19, 2019. Only Shareholders whose names have been entered in the register of Shareholders on the close of business on that date will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent a holder of Shares transfers the ownership of any Shares after the Record Date and the transferee of such Shares establishes ownership of such Shares and demands, not later than ten (10) days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote such Shares at the Meeting.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment or postponement thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be effective, the enclosed proxy must be received by Alliance Trust Company, 1010, 407 – 2nd Street SW, Calgary, Alberta, T2P 2Y3. Alternatively, you may vote by internet using the 12 digit control number located at the bottom of your proxy at www.alliancetrust.ca/shareholders or by facsimile to 403-237-6181 at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time set for the Meeting or any adjournment thereof. A person appointed as a proxyholder need not be a Shareholder. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Information Circular and the form of proxy, including all instructions thereon, carefully before submitting the proxy form(s).

Dated at the City of Leduc, in the Province of Alberta, this 22nd day of August 2019.

Yours very truly,

(signed) “Sandra Jory“Sandra Jory
Chair of the Board of Directors
Sage Properties Corp.

August 19, 2019

Dear Shareholder,

This email is to inform you that the notice of the annual meeting and information circular package is expected to be mailed out to shareholders this week.

As a reminder, the annual meeting will be held at 1:00 PM MT on Saturday, September 14, 2019, in the Piper Ballroom located inside the Royal Hotel Edmonton Airport in Leduc, AB.  The specific details of the matters proposed to be put before the meeting are set forth in the management information circular packages that you will be receiving.

Thank you and we look forward to seeing you at the upcoming meeting.  If you have any questions, please contact SAGE at 403-478-9661 or by email at info@sageproperties.ca.

Sincerely yours,

Sandra Jory, CPA, CA
Board Chair
Sage Properties Corp.

July 15, 2019

Dear Shareholder,

We would like to take this time to present you with the following updates for Sage Properties Corp. (“Sage”).

A. STRATEGIC PLAN UPDATE – ANNUAL GENERAL MEETING (AGM)
Sage has hired an advisory firm to assist with the development of Sage’s divestiture strategy. The board will be providing a further update to its shareholders regarding the plan at its AGM which will be held at the Executive Royal Inn, Leduc, Alberta on September 14, 2019.  Further details, including the information circular, will be mailed to shareholders this August.

B. PRINCE OF PEACE LUTHERAN SCHOOL (“POP School”)
As a purchase agreement with Rocky View Schools (RVS) was not attained, Sage commenced marketing of the school through a direct mailing campaign to educational institutions throughout Alberta. As a result of the campaign, Sage has engaged with several interested parties, including organizing tours of the property. Please note that RVS new lease agreement for the POP School comes into effect on September 1, 2019. The new lease includes an 18-month termination clause for either RVS or Sage.

C. UTILITIES OWNERSHIP
Over the past year, Sage and the Prince of Peace Village condominium board (“the Village”) held discussions to try to come to a resolution on the utility ownership issues. Unfortunately, a resolution was not obtained and so on April 5, 2019, a court date was scheduled to obtain the court’s assistance to resolve the issues. Prior to the court date, the Village hired new legal counsel who requested a postponement of the court date. Sage agreed to the Village’s request and a new court date is scheduled for August 8, 2019.

D. ALBERTA UTILITIES COMMISSION – RULE 11 WATER APPLICATION
On June 28, 2019, Sage Water Services Corp. (“Sage Water”) submitted a water rate application (the “Application”) to the Alberta Utilities Commission (the “AUC”) to increase its water rates and stabilize its water business operations. The water application forms part of the AUC Rule 11 process, details of which can be found online at www.auc.ab.ca 

E. SUBDIVISION
Sage is in on-going discussions with Rocky View County regarding subdivision.  Based on feedback received from the county, Sage is currently developing a revised proposal with its urban planner, IBI Group, to proceed with the next steps in its subdivision application.
 
F. EMPLOYEE UNIONIZATION
On June 4, 2018, Sage received notice that over 65% of its auxiliary nursing care staff were in favour of unionization and the Alberta Labour Relations Board issued a union certification to the Canadian Union of Public Employees (CUPE). After close to a year of negotiations with CUPE, Sage is pleased to report that both the Board and 100% of Sage’s auxiliary nursing care staff voted to ratify the collective agreement this past May.

If you have any questions or concerns, please contact Sage at (403) 478-9661 or at info@sageproperties.ca

Sincerely yours,

Signed “Sandra Jory”

Sandra Jory, CPA, CA
Board Chair
Sage Properties Corp.