October 26, 2018

October 26, 2018

Dear Shareholder,

Prince of Peace School – School Closure – Notice of Public Consultation

 On Thursday October 18, 2018, the Rocky View School District (RVSD) issued a letter to the parents of Prince of Peace Lutheran School advising that a public consultation process would be commencing in November 2018 to explore the future of the Prince of Peace Lutheran School program in accordance with Alberta Education’s School Closure Regulations.  Note that a copy of the letter can be found at http://www.rockyview.ab.ca/consultation/parent-letter-prince-of-peace-consultation-notice/view).

Discussions are ongoing with RVSD for the purchase and/or ongoing lease of the school.  Sage would like to advise our stakeholders that the Sage Board of Directors is committed to working towards a solution with RVSD and is willing to explore every opportunity to keep Prince of Peace School open for the mutual benefit of all stakeholders.  We encourage all stakeholders to participate in the consultation process.  The times and dates for the consultation can be found at http://www.rockyview.ab.ca/consultation.

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.

sandra.jory@sageproperties.ca

 

CC:       Larry Paul, Assistant Superintendent, Rocky View Schools

Todd Brand, Board Chair, Rocky View Schools

September 11, 2018

Dear Shareholder:

I am pleased to advise you that the following individuals were elected to the Board of Directors of Sage Properties Corp. (“Sage”) at the Annual General Meeting on September 7, 2018 (“AGM”):

Sandra Jory                 Irfhan Rawji

Ralph Huizinga           Murray Warnke

Scott McCorquodale   Reginald Zotzman

The special resolutions to amend the articles to increase the maximum number of directors from six to eight and to amend the by-laws of Sage to lower the quorum requirement to 25% were also approved.

Prior to the AGM and at the AGM, a former director, Mr. Nielsen, and some shareholders expressed concerns regarding the Board’s working relationship with our Chief Executive Officer (“CEO”), Scott McCorquodale and with board compensation.  Please be assured that the SAGE Board of Directors, including its Chair, is united both in support of the CEO and with regard to key business issues facing the corporation and the strategic direction of Sage.  Moreover, we take shareholder concerns seriously and are committed to working with management, led by our CEO, to achieve the best possible results for Sage and all of its stakeholders.

If you have any questions or concerns please do not hesitate to contact me.

Yours truly,

 

Sandra Jory, CPA, CA

Board Chair

Sage Properties Corp.

sandra.jory@sageproperties.ca

(780) 686-2441

August 24, 2018

Dear Shareholder,

As the date of Sage’s AGM quickly approaches, SAGE would like to encourage ALL shareholders to submit their proxy form in advance of the meeting (no later than Wednesday, September 5, 2018, at 1:00PM MDT) even if you’re planning on attending the meeting in person.  In the event that you are unable to attend the meeting, this will ensure that your vote and participation still count.

There have been some questions on how to fill out the form of proxy and the different options for submission. Options for submission are as follows:

By Internet:

You can submit your form of proxy directly online at www.alliancetrust.ca/shareholders by using your 12 digit control number located at the bottom of your proxy

By Mail:

Alliance Trust Company
1010, 407 2nd Street SW
Calgary, AB
T2P 2Y3

By Fax:

403-237-6181

For Churches/Organizations/Corporations:

If any of these groups want to have someone attend and vote in person, you must sign the proxy as the holder of the shares, follow the same process of striking out the two management names, and insert the name of the person who will attend as the proxy appointee.  Furthermore,  the organization can either allow the proxy appointee the discretion to vote as he/she sees fit or complete the proxy ahead of time.

As a reminder, shareholders that are considered one of these mentioned groups must submit their proxies in advance of the meeting, no later than Wednesday, September 5th at 1:00 PM MDT. The person filling out the form of proxy must have signing authority (ie. president, treasurer, etc.) and we have attached an example of how this form should be filled out which you can view by clicking here.

If you have any further questions or need assistance filling out the form, please email info@sageproperties.ca or phone SAGE directly at 403-478-9661.

Sincerely yours,

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

August 21, 2018

Dear Shareholder,

This email is to confirm that the notice of the annual meeting and information circular package was successfully mailed on Friday, August 17, 2018, by Alliance Trust Company.  You should expect to receive these in the mail this week. If you have not received your package by Friday, August 24, 2018, please email info@sageproperties.ca as soon as possible.

As a reminder, the annual meeting will be held at 1:00PM MDT on Friday, September 7, 2018  in the Lancaster Ballroom located inside the Executive Royal Hotel Edmonton Airport in Leduc, AB.  The purpose of the meeting is for shareholders to:

  1. receive and consider Sage’s financial statements for the fiscal period ended March 31, 2018, together with the report of the auditors;
  2. elect six directors;
  3. appoint the auditors and authorize the directors to fix the auditors remuneration;
  4. consider, and if thought advisable, with or without variation, to approve a special resolution to amend the articles of the Sage to:
    1. (a)  increase the maximum number of directors from six (6) to eight (8);
    2. (b)  add a minimum number of directors of six (6);
    3. (c)  permit the directors of Sage, between annual general meetings, to appoint one or more additional directors of Sage to serve until the next annual general meeting, with such number of additional directors not to exceed 1/3 of the number of directors who held office at the expiration of the last annual meeting of Sage, the full text of which is set forth in Appendix A to the accompanying Information Circular;
  5. consider and, if thought advisable, with or without variation, to approve a special resolution to lower the quorum requirement for Shareholder meetings in the By-Laws of the Sage from 50% of the Shares entitled to be voted at such meeting to 25% of the Shares entitled to be voted at such meeting being present in person or by proxy, the full text of which is set forth in Appendix B to the accompanying Information Circular; and
  6. 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 packages that you will be receiving. 

The proxy submission deadline is Wednesday, September 5th at 1:00 PM MDT.  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.

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 7, 2018 – Notice of Annual Meeting

Notice of Annual and Special Meeting of Shareholders to be held on Friday, September 7, 2018

The annual and special meeting (the “Meeting“) of the (the “Shareholders“) of Class A Common Shares (“Shares“) of Sage Properties Corp. (“Sage“) will be held in the Lancaster Ballroom located at the Executive Royal Hotel Edmonton Airport, 8450 Sparrow Dr, Leduc, AB, T9E 7G4 on Friday, September 7, 2018 at 1:00 pm (Mountain Daylight Time) to:

  1. receive and consider Sage’s financial statements for the fiscal period ended March 31, 2018, together with the report of the auditors;
  2. elect six directors;
  3. appoint the auditors and authorize the directors to fix the auditors remuneration;
    1. (a)  increase the maximum number of directors from six (6) to eight (8);
    2. (b)  add a minimum number of directors of six (6);
    3. (c)  permit the directors of Sage, between annual general meetings, to appoint one or more additional directors of Sage to serve until the next annual general meeting, with such number of additional directors not to exceed 1/3 of the number of directors who held office at the expiration of the last annual meeting of Sage, consider, and if thought advisable, with or without variation, to approve a special resolution to amend the articles of the Sage to the full text of which is set forth in Appendix A to the accompanying Information Circular;

       

  4. consider and, if thought advisable, with or without variation, to approve a special resolution to lower the quorum requirement for Shareholder meetings in the By-Laws of the Sage from 50% of the Shares entitled to be voted at such meeting to 25% of the Shares entitled to be voted at such meeting being present in person or by proxy, the full text of which is set forth in Appendix B to the accompanying Information Circular; and
  5. 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 14, 2018. 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 8th day of August, 2018.

Yours very truly,

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

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.