Phi Kappa Pi Buildings, LimitedPosted July 21, 2017
Notice to Shareholders of Phi Kappa Pi Buildings Limited (the “Corporation”)
Please take notice that a special meeting of shareholders of the Corporation will take place at 2 pm on September 22, 2017 at the offices of Lerners LLP, 130 Adelaide Street, Suite 2400, Toronto, Ontario, M5H 3P5. The Ontario Superior Court of Justice (the “Court”) has directed the publication of this notice and the holding of the special meeting.
At the special meeting, shareholders who held shares of the Corporation as of July 20, 2017 will vote on a Plan of Arrangement that, among other matters, would authorise the disposition of the real estate asset of the Corporation and the donation of the Net Assets of the Corporation to the University of Toronto and Ryerson University. Shareholders who held shares of the Corporation as of July 20, 2017 will also separately have the right to dissent and ask to be paid fair value for their shares.
Further important details are contained in the proposed Plan of Arrangement, a Notice of Application for approval by the Court of the Plan of Arrangement, and an Interim Order for directions from the Court concerning the special meeting (as well as the materials filed in support of that Interim Order), copies of each of which are available at www.lerners.ca/cases/phi-kappa-pi-buildings-limited/. Those materials include a form of Appointment of Proxy authorizing another person to vote on a shareholder’s behalf at the special meeting.
Notice of the special meeting is being mailed to shareholders known to the board of directors to the last known address of each such shareholder. IF YOU DO NOT RECEIVE NOTICE MAILED TO YOU AND YOU BELIEVE YOU ARE A SHAREHOLDER OF THE CORPORATION ENTITLED TO VOTE AT THE SPECIAL MEETING OR TO DISSENT TO THE PLAN OF ARRANGEMENT, YOU MUST SUBMIT PROOF TO THE CORPORATION THAT YOU ARE A SHAREHOLDER BY AUGUST 9, 2017. The board of directors of the Corporation will make the initial determination of whether you are a shareholder by August 25, 2017; any disputes will be heard and determined by the Court at Toronto by September 8, 2017.
Shareholders may submit proof of their shareholding to the Corporation before August 9, 2017 by email, mail or other delivery to the Corporation’s law firm:
Attention: Jason Squire
130 Adelaide Street West, Suite 2400
Toronto, ON M5H 3P5
July 22, 2017