July 9, 2018

Dear Shareholder,

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

SAVE THE DATE – ANNUAL GENERAL MEETING (AGM)

Sage’s AGM will be held on September 7, 2018 in Leduc, Alberta.   Shareholders will receive the official notice of the AGM, accompanied by an information circular, later this summer.  This is a friendly reminder that Sage’s bylaws require a minimum 50% participation of our shareholders for quorum (by proxy or by attendance) or the meeting will have to be rescheduled.  Please note the 2017 AGM had 54.71% participation rate.

SUBDIVISION

Sage submitted a formal application for subdivision to Rocky View County (“RVC”) on March 29, 2018 for their consideration. Currently SAGE is working through the comments received from RVC on the application with its urban planner, IBI Group. Sage is hopeful that it will be able to submit the final subdivision application to Council for approval within the next few months.   Once the final subdivision approval is received by RVC, Sage will then be required to meet subdivision conditions and submit a development agreement to RVC.

APPLICATION FOR EMPLOYEE UNIONIZATION

On May 17, 2018, Sage was notified by the Alberta Labour Relations Board (ALRB) that they received an application from the Canadian Union of Public Employees, Local 8 (CUPE) to become the certified bargaining agent for a unit of Sage employees (72 out of 176 employees).  These employees are employed in auxiliary nursing care at the Prince of Peace Manor and Harbour.  Following this notification, Sage was required to provide notice to the affected employees of the application and the ALRB commenced its review of the application.  On June 4, 2018, the ALRB completed its review of the application and Sage was notified that over 65% of the affected employees were in favour of unionization and therefore the ALRB would be issuing a union certification to the CUPE.  Moving forward, the CUPE will be the certified bargaining agent for auxiliary nursing care employees at SAGE and collective bargaining will commence this summer.

 POSTPONEMENT OF APRIL 17, 2018 COURT APPLICATION

As discussed in our last newsletter, Sage submitted a formal application to the Court of Queen’s Bench of Alberta this past spring, requesting that two easements related to the water utility be removed and replaced with a new easement written to better reflect the reality of Sage’s utilities ownership and obligations as a service provider.

Prior to the April 17 court hearing, the Village condominium board chair filed documents opposing the application to remove the easements.  On April 17, 2018,  the court hearing was adjourned by Justice Romaine to allow for further discussions to take place between Sage and the Village with the hope that a resolution on issues raised could be reached.   Sage and the Village condo board met in May and June 2018 to discuss the Village’ issues and are planning on having a subsequent meeting this summer.  A new court hearing date will be re-scheduled in the fall of 2018.

STAFF CHANGES

Sage would like to take this time to advise you that Tony Chin has stepped away from his role as Chief Financial Officer for Sage.  Mr. Chin will continue to provide accounting and finance assistance to Sage on a contract basis. On behalf of the Directors, Management and Staff, we would like to thank Mr. Chin for his ongoing commitment and service to Sage and its shareholders.

Sage welcomes Erin Leson, Business Manager & Controller, to the Sage team.  Ms. Leson is a chartered professional accountant and brings forward over 10 years of experience in accounting and financial management, including a background in budget development, management forecasting and planning, and business leadership.  The board and staff are excited to work with Ms. Leson on executing its mandate to maximize the value of the assets for its shareholders.

We thank our shareholders for their continued support and hope you all have a great summer. If you have any questions pertaining to any of the above information relayed in this letter, please contact the Sage office either by email at info@sageproperties.ca or phoning (403) 478-9661.

Sincerely yours,

Sandra Jory, CPA, CA

Board Chair

Sage Properties Corp.

Court Application – April 17, 2018

April 17 Court Hearing Application and Exhibits

  1. CAN_DMS_111294231_v1_Affidavit (body only) filed March 29, 2018
  2. CAN_DMS_111294235_v1_Application filed March 29, 2018
  3. CAN_DMS_111294241_v1_Exhibits A and B to Affidavit filed March 29, 2018
  4. CAN_DMS_111294243_v1_Exhibits C and D to Affidavit filed March 29, 2018
  5. CAN_DMS_111294244_v1_Exhibits E (Part 1) to Affidavit filed March 29, 2018
  6. CAN_DMS_111294245_v1_Exhibits E (Part 2) to Affidavit filed March 29, 2018
  7. CAN_DMS_111294248_v1_Exhibits H and I to Affidavit filed March 29, 2018
  8. CAN_DMS_111294246_v1_Exhibits F and G to Affidavit filed March 29, 2018
  9. CAN_DMS_111294269_v1_Exhibits J and K to Affidavit filed March 29, 2018
  10. CAN_DMS_111294323_v1_Exhibits L and M to Affidavit filed March 29, 2018
  11. CAN_DMS_111294360_v1_Exhibits N to Affidavit filed March 29, 2018
  12. CAN_DMS_111294383_v1_Exhibits O to Affidavit filed March 29, 2018
  13. CAN_DMS_111294434_v1_Exhibits P and Q to Affidavit filed March 29, 2018
  14. CAN_DMS_111294460_v1_Exhibits R, S and T to Affidavit filed March 29, 2018

April 4, 2018

Dear Shareholder,

On behalf of Board of Directors (“Directors”) and staff, we’d like to provide you with an update on some recent business developments for Sage Properties Corp. (“Sage”).

APRIL 17, 2018 COURT APPLICATION

As you may recall, the Prince of Peace development (POP), including Sage’s properties of the Harbour, Manor and School, was designed to operate as one community with the property to the south – the Prince of Peace Village (the “Village” which consists of 192 condominium units). Currently, Sage operates and provides the water and sewer utilities to the entire Prince of Peace community including the Village.

Sage’s mandate is to liquidate Sage’s assets after the subdivision and emancipation of the POP’s shared utility services.   To prepare the Sage’s properties for future sale, Sage’s legal counsel undertook a review of its land titles.  During this review it was determined that two easements (easements #981 274 372 and #001 042 374, collectively the “Easements”) are registered against Sage’s properties and the Village condo unit titles.  As currently written the Easements effectively mean that the Village unit owners collectively own a 1/3 interest in the Utilities of the Prince of Peace Community and that Sage owns the remaining 2/3 interest.  The Utilities, as described in the Easements, means the irrigation pond, the lagoon, the plant, the private irrigation lines, the private sewer lines, and the private water lines.

In October 2017 Sage contacted the Village’s condo corporation to inform them of the Easements and the Utilities ownership issue.  While representations by Village’s legal counsel have been made to Sage indicating that negotiations would formally commence, no formal negotiations to deal with the Utilities ownership issue have occurred.  As Sage’s mandate is to monetize its assets, the Utilities ownership issue will hinder and delay Sage’s ability to execute this mandate.  The Village does not currently participate in the operation and maintenance of the Utilities.  The current Easements therefore do not reflect the reality that Sage operates the Utilities, incurring costs to both maintain and deal with any environmental liabilities that exist on the Prince of Peace site.

Given the complexity and impracticality of dealing with approximately 291 registered condo owners, Sage’s legal counsel contacted the Alberta Land Titles Office and they suggested that a court application be brought forward to discharge the Easements.  On March 29, 2018 Sage submitted a formal application to the Court of Queen’s Bench of Alberta to request that the Easements be removed against all the titles and replaced with a new easement that better reflects the reality of Sage’s utilities ownership and obligations as a service provider.   Sage’s legal counsel, Norton Rose Fulbright LLP, will be appearing in court on April 17, 2018 for this application.

Click here to view a copy of the application and exhibits.

 SUBDIVISION APPLICATION

We are pleased to report that Management, along with its urban planner, the IBI Group, are satisfied with the final subdivision plans and submitted the finalized application for subdivision to Rocky View County on March 29, 2018 for consideration and approval.  Sage will be working with the County to determine any additional requirements for the subdivision and will act to move the subdivision forward as quickly as possible.

If you have any questions pertaining to any of the above information relayed in this letter, please contact the Sage office either by email at info@sageproperties.ca or phoning (403) 478-9661.

Sincerely yours,

 

Sandra Jory, CPA, CA

Board Chair

Sage Properties Corp.

February 2, 2018

Dear Shareholder,

On behalf of Board of Directors (“Directors”) and staff, we’d like to take this time provide you with an update on Sage Properties Corp (“Sage”).

SAGE OPERATIONS UPDATE

The Board and Management have been working diligently towards accomplishing the mandate approved by our shareholders at the May 31, 2017 special meeting to liquidate Sage’s assets after the subdivision and emancipation of shared services.  Our progress since the September 2017 update is as follows:

Subdivision

Management has been working closely with Sage’s urban planner, IBI Group, analysing Sage’s real estate, and determining subdivision plans that align properly with our assets in a way that will maximize value upon a future sale.  Sage has obtained an estimate of infrastructure requirements that will satisfy Rocky View County for subdivision approval. Sage will be working to finalize the subdivision plan and finalize the application for subdivision in the Spring of 2018.

Phase II Environmental Assessment

A Phase II Environmental Site Assessment was completed in the Fall 2017 and management is working with the environmental consultant to ensure that environmental risks have been properly quantified for the future sale of the property and to ensure that Sage is in compliance with our environmental responsibilities.

Prince of Peace Lutheran School

Discussions regarding the sale of the school are currently in-progress and we hope to have a further update on this issue soon.

 SHAREHOLDER CONSULTATION GROUP

 As you may recall, in the spring of 2017 Sage engaged a compensation consultant (“Consultant”) to provide recommendations for the compensation of the Directors of Sage.  The model was to consist of two components: a base retainer and a performance based component, the latter of which would ensure that Director compensation was aligned to Shareholder value and interests.   While the initial report issued by the consultant made recommendations for the base retainer of the Chair and the Directors, the board deferred the review of the performance based component until after the selection of Sage’s mandate at the May 2017 shareholder meeting.

Sage has now re-engaged the Consultant to provide recommendations on a compensation model that will include both a base retainer and a performance-based incentive component for the CEO and Directors of Sage. The board would like to create a compensation plan that provides fair compensation and motivates the board and CEO of Sage by aligning their interests with those of its shareholders (i.e. maximizing the value of Sage).

To ensure the compensation review includes the Shareholder’s perspective, Sage is forming a Shareholder Consultation Group (“SCG”), who will participate in the compensation review process and provide feedback. This group will consist of 3 to 5 major shareholders who will participate in this exercise over the next few months. The commitment is expected to be 2 to 3 phone conversations or in-person meetings (for those in the Calgary area) in addition to exchange of emails and potential review of some documents.

This letter is your invitation to express interest in participating on the SCG.  Please be mindful of the following when considering whether you would like to participate:

  1. Your motivation for participating;
  2. The relevant experience you have that would add value; and
  3. Your availability to participate and contribute over the next 2-3 months.

If you’d like to be considered, we ask that you contact Sage expressing interest by either e-mailing info@sageproperties.ca, or by phoning our office at 403-478-9661 with your name and contact information.  Please ensure your response is submitted to Sage by February 12, 2018.

 GETTING TO KNOW YOUR DIRECTORS

 At our Annual General Meeting held on September 29, 2017, the following directors were elected:

Irfhan Rawji                            Sandra Jory*

Scott McCorquodale, CEO     Murray Warnke*

Ralph Huizinga                       Stephen Nielsen*

To learn more about the SAGE directors please go to our website www.sageproperties.ca and view individual profiles that outline each directors background and reasons for serving on the SAGE board.

*Denotes that a Director is a District Depositor or District Depositor Nominee.

 CCAA COMMUNICATIONS RECEIVED FROM DELOITTE (“MONITOR”)

It has come to our attention that there has been some confusion surrounding recent communication received from the Monitor as it relates to your SAGE shareholdings.

On January 5, 2018, the Monitor sent out a letter outlining the Second Cash Distribution to creditors of the District (“District Creditors”).  You may have noticed that the Share Distribution figure provided by Deloitte on this letter is different than the original Share Distribution figure provided by Deloitte on October 31, 2016. This new figure reflects the cancellation of the LCC shares in August 2017 and overall decrease in the total number of SAGE shares outstanding.   To clear up any ambiguity, this is NOT an increase in the number of shares you hold with Sage and this amount has not changed since the initial distribution of shares on October 31, 2016.

For further information regarding the share value increase please refer to the Monitor’s letter dated August 29, 201, or contact the Monitor, Vanessa Allen at (403) 298-5955 or Joseph Sithole at (587) 293-3203

 SHAREHOLDER WEBSITE

As a reminder, Sage has created a website that provides a listing of shareholders who are interested in selling their shares.  It also provides a listing of those individuals who are interested in purchasing shares.

To access the website and create an account, please visit www.sagedatabase.ca.  You can also download a user guide to familiarize yourself with how the website works and instructions on how to create an account.

If you do not have access to the internet and are interested either getting information from the website or listing yourself as an interested buyer or purchaser, please contact Sage Properties Corp. at (403) 478-9661 and Laura Hristow will assist you.

Thank you for your continued patience as we work towards achieving Sage’s mandate. If you have any questions pertaining to any of the above information relayed in this letter, please contact the Sage office either by email at info@sageproperties.ca or phoning (403) 478-9661.

Sincerely yours,

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

November 28, 2017

Dear Shareholder,

As you may recall SAGE’s By-Laws require that the corporation maintain a database of shareholders who would like to disclose their interest in selling their SAGE shares.  After receiving feedback from the shareholders, SAGE has created a user-friendly and cost-effective website that will provide a listing of shareholders who are interested in selling their shares.  It will also provide a listing of those individuals who are interested in purchasing shares.

Please note that everyone who is interested in using this new website is required to set up an account and must agree to the terms of use and privacy policy.

To access the website:

  • Please visit www.sagedatabase.ca
  • Click here to view and download the user guide to familiarize yourself with how the website works and how to create an account.

If you do not have access to the internet and are interested either getting information from the website or listing yourself as an interested buyer or purchaser, please contact Sage Properties Corp. at (403)-478-9661 and Laura Hristow will assist you.

Should you have any further questions, please don’t hesitate to call or email us at info@sageproperties.ca
Sincerely yours,

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

Sept 29, 2017 – Voting Results Report

Dear Shareholder:

On behalf of Sage Properties Corp. (SAGE) and the board of directors, we would like to thank all of the shareholders who participated in our Annual Meeting on September 29, 2017.

A total of 314 shareholders or 54.71% of the issued and outstanding voting shares were represented. Please see the attached summary of results from the meeting.

Please note that SAGE’s By-law 8.11 requires that a minimum of 50% of the issued and outstanding voting shares participate at each meeting to be able to conduct the business of SAGE.  This requirement was narrowly met at this meeting.

We strongly encourage all shareholders to have a say in Sage’s future by participating and voting either in person or by proxy at all future meetings.  If the 50% participation rate is not met, SAGE will be forced to adjourn the meeting and this will result in additional costs being incurred by SAGE.

If you have any questions with respect to the voting results 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.

September 20, 2017

Dear Shareholder,
 
This is a friendly reminder of SAGE’s Annual General Meeting (AGM) that will be held at 10:00 a.m. Friday, September 29th at Prince of Peace in Calgary.  The information packages for the meeting were mailed out by Alliance Trust company on September 5, 2017.  If you have not received your package, please email info@sageproperties.ca as soon as possible.
 
The proxy submission deadline is Wednesday, September 27 at 10:00 am.  Your proxy must be received by Alliance Trust Company at 1010, 407 – 2nd Street SW, Calgary, Alberta T2P 2Y3 or, alternatively, by facsimile to 403-237-6181 prior to the Proxy Deadline. 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. Please see the information circular package for further information. If you have already sent in your proxy vote we thank you for your participation.  
 
Please note that each shareholder’s participation through either a proxy vote or attendance at the meeting is both welcome and necessary.  SAGE requires a minimum of 50% of the shareholders to participate to achieve quorum for the meeting.  If 50% participation is not achieved the meeting will be adjourned and will have to be rescheduled at later date, and this will result in additional costs to SAGE.  

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.
 

Sept 29, 2017 – Notice of Annual Meeting

CLICK HERE TO DOWNLOAD AN ELECTRONIC FORM OF PROXY

Notice of Annual Meeting of Shareholders to be held on Friday, September 29, 2017

The annual meeting (the “Meeting“) of the (the “Shareholders“) of Class A Common Shares (“Shares“) of Sage Properties Corp. (“Sage“) will be held in the Banquet Room located at the Manor, 285030 Luther Rose Boulevard N.E., Calgary, Alberta on Friday, September 29, 2017 at 10:00 am (Mountain Daylight Time) to:

  1. receive and consider Sage’s financial statements for the fiscal period ended March 31, 2017, together with the report of the auditors;
  2. elect six directors;
  3. appoint the auditors and authorize the directors to fix their remuneration as such; and
  4. transact such other business as may properly be brought before the Meeting or any adjournment thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the management information circular (“Information Circular“) accompanying this notice.

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 28, 2017. 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 carefully before submitting the proxy form(s).

Dated at the City of Leduc, in the Province of Alberta, this 29th day of August, 2017.

Yours very truly,

(signed) “Sandra Jory”
Sandra Jory
Chairman
Sage Properties Corp.

August 30, 2017

Dear Shareholder,

You are invited to attend the annual meeting (the “Annual Meeting“) of the holders (“Shareholders“) of Class A Common Shares (“Shares“) of Sage Properties Corp. (“Sage” or the “Corporation“) to be held at the Banquet Room located in the Manor, 285030 Luther Rose Boulevard N.E., Calgary, Alberta on Friday, September 29, 2017 at 10:00 a.m. (Mountain Daylight Time). A map of the location of the Annual Meeting is enclosed.

You will find enclosed the Notice of Annual Meeting, the management information circular for the Annual Meeting and the audited financial statements of Sage as at and for the 218 day period ending March 31, 2017 (“Audited Financial Statements“).

On behalf of the board of directors (“Board“) of Sage we are pleased to provide you with the following summary of Sage’s development.

Background

On January 23, 2015, the Lutheran Church – Canada, the Alberta – British Columbia District (“District“), Encharis Community Housing Services (“ECHS“) and Encharis Management Support Services (“EMSS“) obtained an initial order under the Companies’ Creditors Arrangement Act, which granted them the authority to file with the Alberta Court of Queen’s Bench (“Court“) plans of compromise and arrangement with respect to the business, assets, liabilities and employees of the District, ECHS and EMSS. On February 16, 2016, the District filed a plan of compromise and arrangement (the “District Plan“). The District Plan was approved by the eligible affected creditors on June 10, 2016 and was subsequently sanctioned by the Court on August 2, 2016.

Formation of Sage

On August 26, 2016, Sage was incorporated under the Business Corporations Act (Alberta) and was organized with certain By-Laws and Articles as prescribed by the District Plan. Effective October 31, 2016 (the “Reorganization Date“), as a result of a tax restructuring plan completed pursuant to the Plans, certain district depositors and other affected creditors received their pro-rata share portion of the Shares and Sage acquired the operating assets and business of ECHS and EMSS, which consisted of the senior care building facilities of the Harbour and Manor, a school and raw land, all located at the Prince of Peace Development in Rocky View County, Alberta (“Core Assets“).

Preparation for Special Meeting of the Shareholders May 26, 2017

In accordance with its By-Laws, Sage was required to hold a special meeting (the “Special Meeting“) of Shareholders whereby Sage was required to report to the Shareholders on all reasonable commercial options available to Sage to maximize the value of the Core Assets for the benefit of the Shareholders. Management and the Board began their review of the assets comprising the Prince of Peace Development immediately following the Reorganization Date. From the Reorganization Date to the date of Special Meeting, management performed extensive due diligence work to understand the assets of Sage. The Board oversaw this work through multiple formal and informal meetings with a focus on understanding the nature, quality and characteristics of and potential value enhancement opportunities associated with the Prince of Peace Development.

In addition to assisting with the aforementioned review, management of Sage undertook or completed a number of matters required to transition the management of the Prince of Peace Development to Sage and to improve the operations and profitability of the Prince of Peace Development, including, but not limited to:

  • established a tax agent for the assessment of property tax liability and potential appeal of same;
  • identified key consultants to assist in the subdivision of the Prince of Peace Development and the assessment of potential infrastructure work;
  • established a cost effective monthly information technology program with secured database and back-up;
  • established new providers for property services, resulting in building cost efficiencies;
  • established an arrears collection process for accounts receivable;
  • negotiated and executed a new lease on the School with The Board of Trustees of Rocky View School Division No. 41;
  • identified urgent building maintenance;
  • commissioned an appraisal of the School;
  • established key business processes and financial controls, such as banking, approval expenditure limits, data retention, share transfer and corrections, insurance risk review, and tax compliance;
  • established a communication framework for handling and responding to Shareholder inquiries and ensuring accessibility by way of a website, email and phone;
  • commenced the mapping of building services among the various properties comprising the Prince of Peace Development;
  • commissioned real property reports on the property comprising the Prince of Peace Development;
  • reduced the water delivery rate to the Prince of Peace Development; and
  • assessed and reduced redundancies in the provision of certain services to the Prince of Peace Development. As noted in the Audited Financial Statements, Sage incurred significant professional fees during this initial phase of its operations. In addition to fees associated with completing a number of tasks related to the reorganization and the commencement of operations, these professional fees were associated with preparing for the Special Meeting including completing a thorough analysis of Sage’s assets, ensuring the Board and management were fully informed on all reasonable commercial options, assessing various commercial options that were presented, presenting the best possible information to Shareholders and ensuring that Sage was fulfilling its obligations in accordance with its Articles and By-Laws. Management and the Board recognize the significant cost of these fees and are committed to ensuring that expenditures are being responsibly incurred, with the end goal of maximizing value for the Shareholders.

Results of Special Meeting held on May 26, 2017

After the extensive and thorough review of the commercial options available to Sage, management and the Board prepared a detailed information package, including a management information circular dated April 21, 2017, presenting the reasonable commercials options to the Shareholders for their consideration at the Special Meeting.

On May 26, 2017, Sage held the Special Meeting and Commercial Option B, “the sale of some or all of the assets of the Corporation or the sale of the Corporation as a whole, after subdivision and emancipation of shared services without assuming debt exceeding the Debt Limit“, was approved by over 67% of Shareholders who voted at the Special Meeting.

Following the Special Meeting, management and the Board has been working methodically and diligently towards developing a 36 month strategic plan, with the objective to deliver on the mandate of Commercial Option B and maximizing value for the Shareholders.

New Director Selection

Subsequent to the Special Meeting, in conjunction with the development of the strategic plan, the Board performed an evaluation of its current Board members and identified certain desired skills and experience that would strengthen the existing Board and successfully deliver on the mandate of Commercial Option B. At this time, Myron Yurko, advised that he would not be putting his name forward to continue on the Board, which, along with one existing vacancy, meant there were two Board positions that needed to be filled. The Board invited Shareholders and relevant industry professionals to express interest in joining the Board and evaluated candidates that were submitted. Eight candidates were nominated and five were given first interviews. A short list of candidates was refined and then a second round of interviews was conducted. The final two new director nominees, Irfhan Rawji and Ralph Huizinga, were selected out of this process based on their ability to complement the skills of the existing Board members, contribute to the business of Sage and, most importantly, deliver value to Shareholders. Management and the Board are excited to present this Board slate for election at the Annual Meeting of Shareholders to be held September 29, 2017 and are confident its new directors are committed to Sage and the mandate selected by its Shareholders. We thank Myron Yurko for his service to Sage and appreciate his willingness to serve.

On behalf of the Board, I would like to express our gratitude for the support and patience that you as Shareholders have demonstrated.

Yours very truly,

(signed) “Sandra Jory” Sandra Jory
Chairman
Sage Properties Corp.

August 3, 2017

Dear Shareholder,

On behalf of the board and management of Sage Properties Corp. (“SAGE” or the “Company”) we are pleased to provide you with an update on recent activities and developments at SAGE.

Health Quality Council of Alberta (HQCA) Supportive Living Survey Results 

We are pleased to share the positive results of the Supportive Living Survey conducted by the HQCA, which ranked SAGE’s Prince of Peace Manor and Harbour 2nd and 3rd, respectively, by family members of the residents of 25 separate facilities in the Calgary area. We are extremely pleased with these results and would like to recognize the excellent efforts of our operator, Verve Senior Living.  Click here to see the CBC article on the Supportive Living Survey.

Update from May 26, 2017 Special Shareholder Meeting (the May Meeting)

Thank you again to all of the shareholders who participated in selecting a mandate for the future of SAGE.  The majority of shareholders (67%) who voted at the May Meeting selected Commercial Option B which calls for the future sale of some or all of the assets of SAGE or the Company as a whole after subdivision of SAGE properties and emancipation of shared services, without incurring debt in excess of the debt limit in SAGE’s Articles of Incorporation.  Since the meeting, SAGE has taken steps to deliver on this mandate, including undertaking:

  • A detailed legal review of SAGE’s utilities, to ensure that SAGE is establishing the proper operations and accounting for the various water/sewer utilities systems that service SAGE’s properties and our neighbors’ properties. This review will help SAGE develop a plan for the future operations of the water/sewer utilities.
  • A phase 1 environmental assessment on SAGE’s properties to outline any site environmental liabilities.
  • Continuing to refine and develop our long-term strategic plan to execute Commercial Option B to maximize value for shareholders.

Annual Meeting of SAGE Shareholders (the Annual Meeting)

The Annual Meeting is expected to be held on Friday, September 29, 2017 at the Prince of Peace site. The purpose of the Annual Meeting is to:

  1. receive and consider SAGE’s financial statements for the fiscal period ended March 31, 2017, together with the report of the auditors (the “Financial Statements”);
  2. elect the Board of Directors; and
  3. appoint the auditors of SAGE and authorize the directors to fix their remuneration as such.

The Financial Statements, along with a formal notice of the Annual Meeting and the accompanying management information circular and form of proxy is expected to be mailed to each shareholder of SAGE in early September 2017.

If you are unable to attend this meeting in person, there will be an opportunity for you to vote by proxy by mail, fax or online.  You will also be able to select a proxy (who does not need to be a shareholder) to attend and vote at the Annual Meeting on your behalf.  It is important to note that SAGE’s By-laws require a majority of shareholders of SAGE (i.e. shareholders representing at least 50% of the issued and outstanding shares of SAGE) be present in person or represented by proxy at the Annual Meeting to achieve quorum so we strongly encourage ALL shareholders to participate by attending the Annual Meeting or by submitting a proxy by mail, fax or online. If we do not meet this quorum requirement, the Annual Meeting will need to be called again at a later date at an additional expense to SAGE.

In preparation for the election of directors at the Annual Meeting, we have been conducting interviews to fill the one vacancy we currently have on the board of directors.  The Board is seeking to supplement its existing complement of expertise with a new member who has proficiency in one or more of the following areas: commercial/investment real estate, real estate development, utilities and/or large company board experience. We would like to thank shareholders who brought forward candidates who were part of this interview process.

SAGE Newsletters

In an effort to reduce mailing costs, SAGE will be posting all updates using electronic communication, both by email and by posting the information on our website. If you have not already done so please contact Laura Hristow at info@sageproperties.ca to confirm your email address.  If you prefer to receive a paper copy of updates please contact SAGE at 403-478-9661. Please note that formal notices of meetings, communications and information circulars will continue to be sent out by regular mail.

We look forward to seeing you at the upcoming Annual Meeting.  As discussed, the Annual Meeting requires the participation of greater than 50% of the shareholders of SAGE to achieve quorum, so your participation is both welcome and necessary. If you have any questions, please contact SAGE at 403-478-9661 or by email at info@sageproperties.ca

Sincerely yours, (signed)

 

(signed) “Sandra Jory”

 

Sandra Jory, CPA, CA

Chairman of the Board

Sage Properties Corp.