Crestpoint will buy out the public unitholders of Minto Apartment REIT

It is proposed that Crestpoint (an Ontario LP managed by Connor, Clark) will acquire a 50.1% interest in the subsidiary LP (Minto Apartments LP or “MALP”), through which Minto REIT holds its portfolio of Canadian urban apartment buildings. Pursuant to a two-day Ontario plan of arrangement, on Day 1, the REIT will make an in-kind distribution (through issuing additional units, then consolidating them) of up to $1.00 per unit to distribute any undistributed income of the REIT. This distribution will include ordinary income.

On Day 2, all the REIT units - other than those of Minto (which also holds much of its interest in the form of Class B exchangeable units of MALP) and seven other “Retained Interest Holders” (who are senior officers) - will be transferred to Crestpoint for the consideration of $18.00 per unit in cash.

There will then be a reorganization that will result in Crestpoint directly holding 50.1% of the LP interest in MALP, and the other 49.9% interest will be held by Minto, consisting of a 47.4% direct interest and another 2.5% interest held along with the other Retained Interest Holders through unitholdings in the former REIT. Crestpoint and Minto will own the GP equally.

In order to clarify that the REIT is still a mutual fund trust for Ontario LTT purposes at the time of the unit purchase by Crestpoint, that purchase will occur in two steps, with the second step being a transfer of the units of the 150 smallest unitholders holding at least a block of units.

CRA will be requested to grant a short taxation year for MALP ending at the end of Day 1.

Neal Armstrong. Summary of Management Information Circular of Minto Apartment Real Estate Investment Trust dated 29 January 2026 under Mergers & Acquisitions – REIT/ LP Acquisitions – LP Acquisitions of Trusts.