UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: November, 2012
Commission File Number: 001-31728
GRANITE REAL ESTATE INC.
(Name of registrant)
77 King Street West, Suite 4010, P.O. Box 159
Toronto-Dominion Centre
Toronto, Ontario
M5K 1H1
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
DOCUMENTS FILED AS PART OF THIS FORM 6-K
See the Exhibit Index to this Form 6-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 15, 2012 | GRANITE REAL ESTATE INC. | |||||
By: | /s/ Jennifer Tindale | |||||
Name: | Jennifer Tindale | |||||
Title: | Executive Vice-President, General Counsel |
FORM 6-K EXHIBIT INDEX
Exhibit No. |
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Exhibit 99.1 |
Press Release Granite Shareholders Vote in Favour of Proposed REIT Conversion | |
Exhibit 99.2 |
Report of Voting Results for Special Meeting of Shareholders Held on November 15, 2012 |
Exhibit 99.1
77 King St. W., Suite 4010 P.O. Box 159 Toronto-Dominion Centre Toronto, ON, M5K 1H1 Canada |
GRANITE SHAREHOLDERS VOTE IN FAVOUR OF PROPOSED REIT CONVERSION
November 15, 2012, Toronto, Ontario, Canada Granite Real Estate Inc. (TSX: GRT; NYSE: GRP) (Granite or the Company) is pleased to announce that its shareholders have approved the Companys conversion to a real estate investment trust (the REIT Conversion). The REIT Conversion was approved by 99.8% of the votes cast by holders of Granites common shares at a special meeting of shareholders held today.
Implementation of the REIT Conversion remains subject to approval by the Superior Court of Quebec at a fairness hearing which is scheduled to be held on November 20, 2012 and to satisfaction or waiver of certain other conditions.
Persons with questions about the REIT Conversion are encouraged to visit the REIT Conversion Frequently Asked Questions section of the Companys website at www.graniterealestate.com or to contact the Company at ir@graniterealestate.com or (647) 925-7550 for assistance.
ABOUT GRANITE
Granite is a Canadian-based real estate company engaged in the ownership and management of predominantly industrial properties in Canada, the United States, Mexico and Europe. The Company owns and manages approximately 28 million square feet in 104 rental income properties. Our tenant base currently includes operating subsidiaries of Magna International Inc. as our largest tenants, together with tenants from other industries.
OTHER INFORMATION
Copies of financial data and other publicly filed documents are available through the internet on Canadian Securities Administrators Systems for Electronic Document Analysis and Retrieval (SEDAR) which can be accessed at www.sedar.com and on the United States Securities and Exchange Commissions Electronic Data Gathering, Analysis and Retrieval System (EDGAR) which can be accessed at www.sec.gov. For further information about Granite, please see our website at www.graniterealestate.com.
FORWARD-LOOKING STATEMENTS
This press release may contain statements that, to the extent they are not recitations of historical fact, constitute forward-looking statements within the meaning of applicable securities legislation, including the United States Securities Act of 1933 and the United States Securities Exchange Act of 1934. Forward-looking statements may include, among others, statements regarding the Companys future plans, goals, strategies, intentions, beliefs, estimates, costs, objectives, economic performance or expectations, or the assumptions underlying any of the foregoing. In particular, this press release contains forward-looking statements regarding our proposed conversion to a REIT. Words such as may, would, could, will, likely, expect, anticipate, believe, intend, plan, forecast, project, estimate and similar expressions are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future events, performance or results and will not necessarily be accurate indications of whether or the times at or by which such future performance will be achieved. Undue reliance should not be placed on such statements. In particular, Granite cautions that the timing or completion of the REIT Conversion cannot be predicted with certainty, there can be no assurance at this
www.graniterealestate.com
time that all required or desirable approvals and consents to effect the REIT Conversion will be obtained in a timely manner or at all and there can be no assurance that the anticipated reduction in cash income taxes payable following the REIT Conversion will be realized. Forward-looking statements are based on information available at the time and/or managements good faith assumptions and analyses made in light of our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances, and are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond the Companys control, that could cause actual events or results to differ materially from such forward-looking statements. Important factors that could cause such differences include, but are not limited to, the risk of changes to tax or other laws that may adversely affect the REIT Conversion; inability of Granite to implement a suitable structure for the REIT Conversion; the inability to obtain all required consents and approvals for the REIT Conversion; the inability to realize the anticipated reduction in cash income taxes payable following the REIT Conversion and the risks set forth in the Risk Factors section in the Circular and in the Companys Annual Information Form for 2011, each filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, which investors are strongly advised to review. The Risk Factors sections also contain information about the material factors or assumptions underlying such forward-looking statements. Forward-looking statements speak only as of the date the statements were made and unless otherwise required by applicable securities laws, the Company expressly disclaims any intention and undertakes no obligation to update or revise any forward-looking statements contained in this press release to reflect subsequent information, events or circumstances or otherwise.
www.graniterealestate.com
Exhibit 99.2
GRANITE REAL ESTATE INC.
Report of Voting Results for Special Meeting of Shareholders
Held on November 15, 2012
This report is being filed pursuant to section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations and discloses the voting results for each matter voted upon at the special meeting of shareholders of Granite Real Estate Inc. (the Company) held on November 15, 2012 (the Meeting). The total number of shares voted was 37,448,770, or 80.0% of the total issued and outstanding shares of the Company.
Description of the Matter | Outcome of Vote | |
Special resolution (the Arrangement Resolution) to approve a plan of arrangement under Division II of Chapter XVI of the Business Corporations Act (Québec) providing for the conversion of the Company to a stapled unit real estate investment trusts as set out in the management information circular relating to the Meeting dated October 11, 2012 (the Information Circular). | The Arrangement Resolution was approved. This vote was conducted by a ballot. The vote was for 36,734,666 (99.8%) and against 61,188 (0.2%). | |
Resolution to ratify By-law 2012 under the Business Corporations Act (Québec), as set out in the Information Circular (the Resolution to Approve Ratification of By-law 2012). | The Resolution to Approve Ratification of By-law 2012 was approved. The vote was conducted by a show of hands. The report on proxies indicated for 37,154,110 (99.2%) and against 285,851 (0.8%). |
DATED as of this 15th day of November, 2012.
GRANITE REAL ESTATE INC.
/s/ Jennifer Tindale |
Jennifer Tindale Executive Vice President, General Counsel |
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