Monitor’s Report – May 26, 2017

To view the full report from Deloitte with the attached court order, please click here

May 26, 2017
To: Shareholders of Sage Properties Corp.

Dear Sirs/Mesdames:
Re:
Lutheran Church – Canada, the Alberta – British Columbia District et al

Court of Queen’s Bench Action No. 1501-00955 (the “CCAA Proceedings”)

As you are aware, Deloitte Restructuring Inc. is the Monitor of Lutheran Church – Canada, the Alberta – British Columbia District (the “District”), Encharis Community Housing and Services, Encharis Management and Support Services and Lutheran Church – Canada, the Alberta – British Columbia District Investments Ltd. This correspondence has been prepared pursuant to the Order of the Honourable Madam Justice Romaine pronounced May 25, 2017 (the “Order”), and has been approved by the Court of Queen’s Bench of Alberta (the “Court”) prior to its issuance. For your convenience, a copy of the Order is affixed to this correspondence as Appendix “A”.

The Monitor understands that on April 27, 2017, Sage Properties Corp. (“Sage“) mailed you a notice of meeting and management information circular in respect of today’s meeting of shareholders of Sage. The documents mailed by Sage were accompanied by a management form of proxy to be used to appoint proxies for the meeting.

In addition to Sage’s information circular and form of proxy, you also may have received communications from one or more of Georg Beinert, William Mulder, Allan Garber, Donald Specht, or Randy Kellen. The communications from those individuals may have constituted, among other things, direct or indirect attempts to solicit and collect proxies from Sage shareholders (the “Shareholders”) in relation to today’s meeting. This solicitation of proxies by this group, the communications and their surrounding circumstances and conduct is of concern to the Monitor.

The Monitor’s concerns arose from the duties that Messrs. Beinert and Mulder, as members of the District Representative Action Subcommittee (the “Subcommittee”), owe to those District depositors who have not opted out of the representative action proceedings and the potential that their communications and solicitation of proxies was in a conflict of interest with such duties. The Monitor is also concerned that personal information relating to District depositors may have been improperly used for the solicitation and counsel to the Subcommittee may have acted in conflict with the legal duties that he owed to the Subcommittee. Mr. Garber withdrew from his position as counsel to the Subcommittee late yesterday morning.

The Monitor wishes to clarify that none of the information that was provided to you by Messrs. Beinert, Mulder, Garber, Specht and/or Kellen has been authorized by the Court, the Monitor, or is otherwise sanctioned within the CCAA Proceedings.

As a result of those concerns, the Monitor brought an application before the Honourable Madam Justice Romaine yesterday, seeking advice and directions in relation to these matters. In support of that application, the Monitor prepared and provided its 28th Report to the Court, which is posted on the Monitor’s website and which explains the Monitor’s concerns in further detail.

In yesterday’s hearing, the Court also expressed its concerns, on a preliminary basis, in relation to this matter. Further, although Messrs. Specht and Kellen were not members of the Subcommittee, the Court was concerned that they may have improper access to District Depositors’ personal information, or that their solicitation efforts may be directly or indirectly related to those of Messrs. Beinert, Mulder and Garber.

As indicated in the attached Order, at yesterday’s hearing, the Court directed, among other things, that on an interim basis:

  1. (a)  There shall be no further use by Messrs. Garber, Beinert, Mulder, Specht and/or Kellen of the list of the Shareholders of Sage, or the personal information relating to such Shareholders obtained from that list, without further order of this Court;
  2. (b)  There shall be no further solicitation of votes and/or proxies by Messrs. Garber, Beinert, Mulder, Specht and/or Kellen in relation to Sage without further order of this Court;
  3. (c)  This communication shall be provided to Shareholders;
  4. (d)  Messrs. Beinert, Mulder and Garber are not authorized to make any written or oral submissions or statements at the Sage Shareholders meeting on behalf of the Subcommittee. Messrs. Beinert and Mulder remain free to make such submissions and statements in their personal capacity;
  5. (e)  The Monitor shall reschedule its application for advice and directions before the Honourable Madam Justice Romaine on notice to all interested parties after the Subcommittee retains new legal counsel, at which time such application shall be determined on its merits; and
  6. (f)  Any party may apply to set aside the attached Order upon providing the Monitor and all other interested parties with five (5) days notice of such application.

These directions are only interim in nature, and are designed to ensure that today’s meeting of Sage Shareholders proceeds as planned without interference and with less confusion for all interested stakeholders. Messrs. Garber, Beinert, Mulder, Specht and/or Kellen will have an opportunity to tender evidence and address the concerns expressed by the Monitor at a hearing on the merits in the future. Further, any party may apply to the Court to set the above referenced directions aside, provided that proper notice is provided to the Monitor and all interested parties. The Monitor will post all associated legal pleadings on its website.

Counsel to the District Creditors Committee will provide the Subcommittee with information regarding legal counsel that have previously expressed an interest in acting on behalf of the Subcommittee, in order to assist the Subcommittee in its retention of new counsel. Once new legal counsel is retained, the Monitor will post the identity of such counsel on its website.

If you have any questions in relation to these matters, please contact Joseph Sithole of the Monitor’s office at (587) 293-3203.

Yours truly,

DELOITTE RESTRUCTURING INC.

In its capacity as the Court-appointed Monitor of Lutheran Church – Canada, the Alberta – British Columbia District, Encharis Community Housing and Services, Encharis Management and Support Services and Lutheran Church – Canada, the Alberta – British Columbia District Investments Ltd. and not in its personal or corporate capacity

Signed  “Jeff Keeble”

Jeff Keeble, CA, CIRP, LIT, CBV Senior Vice-President

Image May 26, 2017 Voting Results Report

Please see the attached Voting Results Report from our Special Meeting of the Shareholders on May 26, 2017.

On behalf of Sage Properties Corp. and the board of directors of Sage, we wanted to say thank you to the 80% of shareholders who participated in our special meeting on May 26, 2017.  

To summarize:

Commercial Option B was chosen as the Sage mandate with 67.10% support, and the resolutions for the by-law changes were all defeated.

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

May 11, 2017

Dear Shareholder:

It has come to the attention of the board of directors (“Board“) of Sage Properties Corp. (“Sage“), that two documents, one purporting to be a “dissident proxy circular” and one purporting to be a “dissident proxy”, have been circulated by Georg Beinert and Bill Mulder (shareholders of Sage) and their legal counsel Allan Garber.

You should be aware that it is the view of the Board, based on the advice of Sage’s legal counsel, that the “dissident proxy circular” and the “dissident proxy” have been prepared and solicited in a manner that is wholly non-compliant with applicable laws. Sage will not accept any of the “dissident proxies” solicited by Messrs. Beinert, Mulder and Garber at the meeting of the shareholders of Sage (“Shareholders“) to be held on May 26, 2017.

The By-Laws, Articles and corporate law that govern Sage provide for a specific procedure to allow Shareholders to bring forward matters at shareholder meetings. Mr. Beinert and Mulder have failed to comply with those procedures and, as such, the matters proposed cannot be put before the Shareholders at the Shareholder meeting.

Sage strongly rejects the allegations and misstatements made by Mr. Beinert and Mulder.

As noted in the “Background to the Meeting” in the information circular provided by Sage, the Board and management of Sage undertook an extensive and thorough deliberative process to arrive at the alternative commercial options to be presented to the Shareholders and making a recommendation to Shareholders as to which commercial option to approve. We believe Messrs. Beinert, Mulder and Garber are not acting in the best interests of the Corporation or the Shareholders and are potentially jeopardizing the ability of Sage to maximize the value of the assets comprising the Prince of Peace Development for the benefit of the Shareholders.

Sage believes in the importance of allowing Shareholders to have a say in determining the commercial option to be pursued by Sage. Only the form of proxy provided by Sage allows Shareholders to choose the commercial option that they wish to vote for.

Sage also believes in the importance of allowing Shareholders to participate in the governance and affairs of Sage by voting for or against each of the proposed amendments to the Articles and By-Laws of Sage. Only the form of proxy provided by Sage allows Shareholders to vote in respect of each of the special resolutions that Sage has proposed be considered at the Shareholder meeting.

It is important to the Board that you have your say at the Shareholder meeting. The vote of every Shareholder will matter in determining the future of Sage. We strongly urge you to not complete the “dissident proxy” provided by Messrs. Beinert, Mulder and Garber, as Sage will not be accepting votes purported to be cast pursuant to those invalid and non- compliant proxies at the Shareholder meeting.

Please complete the proxy provided by Sage only. If you have any questions please contact Sage at 403-478-9661 or by email at info@sageproperties.ca.

We thank you for your understanding and ask for your continued support as we endeavour to fulfill Sage’s mandate.

Kind regards,
(signed) “
Sandra Jory

Sandra Jory
Chairman of the Board Sage Properties Corp.

May 16, 2017

Dear Shareholder:

The board of directors (“Board“) of Sage Properties Corp. (“Sage“) believes in the importance of allowing Sage’s shareholders (the “Shareholders“) to have a say in determining the commercial option to be pursued by Sage and proposed amendments to the Articles and By-Laws of Sage.

In order for Shareholders to have their say, it is important that all Shareholders participate at the meeting (the “Meeting“) of the Shareholders to be held at the:

Executive Royal Hotel Edmonton Airport
8450 Sparrow Drive, Leduc, Alberta
May 26, 2017, at 12:00 p.m. (Mountain Daylight Time)

You can participate by either attending the Meeting in person or by submitting the completed form of proxy that you received from Sage with the Notice of Meeting and Management Information Circular dated April 21, 2017 (the “Information Circular“).

Proxies will NOT be accepted at the Meeting. Proxies must be sent in advance of the Meeting and must be received by Alliance Trust Company, 1010, 407 – 2nd Street SW, Calgary, Alberta, T2P 2Y3 or by facsimile to 403-237-6181 by 12:00 p.m. on Wednesday, May 24, 2017. If you are unsure whether you will be able to attend, we encourage you to submit the completed form of proxy prior to the deadline. If you submit a proxy and then decide you would like to attend and vote at the Meeting in person, you can revoke your proxy by giving written notice at the Meeting to the Chairman. Shareholders are encouraged to review the Information Circular carefully before submitting the proxy forms.

Sage’s By-Laws require that Shareholders holding more than 50% of the shares of Sage are present in person or represented by proxy at the Meeting. If not enough Shareholders are present in person or represented by proxy at the Meeting, Sage will be required to adjourn the Meeting and re-schedule the Meeting at considerable cost to Sage (and indirectly to Shareholders).

We strongly encourage you to have your say in Sage’s future by voting in person at the Meeting or by completing the proxy provided by Sage. If you have any questions please contact Sage at 403-478- 9661 or by email at info@sageproperties.ca.

We thank you for your understanding and ask for your continued support as we endeavour to fulfill Sage’s mandate.

Kind regards,
(signed) “
Sandra Jory

Sandra Jory
Chairman of the Board Sage Properties Corp.

March 7, 2017

Dear Shareholder:

On behalf of the SAGE Properties Corp. (SAGE) Board of Directors (Board) and staff, we are pleased to provide you with an update on the following items:

SHAREHOLDER MANDATE MEETING

SAGE was incorporated in August 2016 and took possession of certain assets of the Lutheran Church ABC District Church Extension Fund (CEF) on October 31, 2016. As part of the Companies’ Creditor’s Arrangement Act (CCAA) process, the by-laws of SAGE were crafted to ensure the shareholders get the opportunity to vote on the mandate of SAGE. In the months following incorporation of SAGE, management has been working determinedly to explore all viable commercial options available to maximize the value of SAGE’s assets and ultimately return capital to shareholders. The work management has performed to understand SAGE’s assets has been extensive and we are learning and gathering new information each day. Using this information, together with their professional real estate expertise, management has identified several options for the future of SAGE and the Board is currently reviewing these in detail. The goal of the Board during this review process is to ensure there is enough information available to:

  1. Comprehensively present to shareholders each of the options that has been identified and determined to be reasonable to consider, and
  2. Provide a recommendation from the Board to shareholders on what we believe is the option most likely to maximize the value the assets of SAGE and ultimately return capital to shareholders.

Once the Board completes this review, management and the Board will be preparing an extensive report that will outline the following:

  1. The costs expected for each option;
  2. Time period to execute each option;
  3. The expected impact each option will have on the value of the assets and;
  4. The potential risks associated with each option.

SHAREHOLDER MANDATE MEETING (CONTINUED)

This report, also known as an information circular, will be sent out to shareholders in April 2017 with the shareholder meeting scheduled on Friday May 26, 2017 and shareholders will be notified of meeting details in the information circular. If you are unable to attend this meeting in person, there will be an opportunity for you to vote by either selecting a proxy to attend the meeting on your behalf or by mail. It is important to note that SAGE’s By-law 8.11 require a participation rate of the majority of shareholders (i.e. greater than 50% of the outstanding shares) at this meeting to achieve quorum and so we strongly encourage that ALL shareholders participate in the vote. If we do not meet this quorum requirement, the meeting will need to be called again at a later date at an additional expense to SAGE.

BOARD UPDATES

There have been some changes to composition of the Board and most notably, Sandra Jory, CPA, CA has stepped in to the role of Board Chairman. You might recall that SAGE’s by-laws require that 50% of the Board must consist of either CEF Depositors or nominees of CEF Depositors. Sandra has been nominated by St. Peter’s Lutheran Church in Leduc where she is a member. Prior to sitting on SAGE’s Board, Sandra was a member of the Creditor Committee during the CCAA process. Because Sandra has been involved from the start, she has an appreciation for the length of time this process has taken and the costs and the frustrations involved. Sandra and the Board of SAGE are committed to ensuring:

  1. SAGE will operate in the most cost effective method possible;
  2. SAGE will provide regular communication and be accountable to its shareholders;
  3. SAGE’s Board and Management will work hard to earn your trust.

In this regard, we have heard from shareholders and recognize there is still much uncertainty and many questions with respect to SAGE. In an attempt to address these questions we have attached a frequently asked questions (FAQ) document. If you do have any questions or concerns that this document does not address you are welcome to contact us at (403) 478- 9661 or by email info@sageproperties.ca

We will endeavor to keep shareholders updated on our progress in a timely manner and we will mail out regular updates. We are also looking at other opportunities to communicate regularly with our shareholders.

BOARD VACANCIES

There is currently one vacancy on the Board. The Board is seeking to supplement the existing complement of expertise with a new member who has a background in one or more of the following areas: commercial real estate, investment real estate, corporate finance, real estate asset management, corporate governance and medium to large business experience. The Board is interested in hearing from the shareholder community with names of any individuals who are interested in protecting the interests of shareholder, excellent board governance and providing business expertise. If you have someone you would like to nominate, or if you are interested yourself, please contact our Board chair, Sandra Jory at sandra.jory@sageproperties.ca

Thank-you and we look forward to updating you again soon. Sincerely yours,

Signed Sandra Jory

Sandra Jory, CPA, CA, B.Comm.

Interim Board Chairman
SAGE Properties Corp.

Signed Scott McCorquodale

Scott McCorquodale, BA, MBA

Chief Executive Officer
SAGE Properties Corp.

Frequently Asked Questions

Q: I received a letter saying I had shares in SAGE Properties Corp (SAGE). What does this mean?
A: In January 2015, the Lutheran Church ABC District Church Extension Fund (CEF) was insolvent and the deposits were frozen. CEF sought creditor protection under the Companies’ Creditor’s Arrangement Act (CCAA) and a plan of compromise was approved by the majority of depositors. The plan was sanctioned by the court in August 2016. SAGE was created as a part of this plan to take custodianship of the assets that were not easily liquidated through the CCAA restructuring process. SAGE was incorporated in August 2016 and shares of SAGE were issued to certain of the depositors of the CEF.

Q: What is SAGE’s relationship to the Deloitte (CCAA Monitor) and Kluane & Partners (Chief Restructuring Officer (CR0))?
A: There is no relationship between SAGE, the Monitor, and CRO. SAGE is a wholly independent and self-determining corporation.

Q: What is SAGE’s relationship to Lutheran Church – Canada (including synod or Districts)?

A: There is no relationship between SAGE Properties and Lutheran Church Canada. SAGE is a wholly independent and self-determining corporation.

Q: What is SAGE’s involvement in the representative action?

A: SAGE is a new company and has no relationship with the representative action group.

Q: What assets are currently owned and being managed by SAGE?

The assets now under SAGE management are on one site located along the TransCanada Highway (16th Avenue N.E.) at Garden Road in Rocky View County, just outside of Calgary, Alberta and consist of the following:

  • Prince of Peace Manor – a 159 room senior’s assisted living facility;
  • Prince of Peace Harbour – a 32 room memory care facility;
  • Prince of Peace Lutheran School which is currently leased to Rocky View Schools;
  • Vacant land (approx. 86 acres).

    Q: When did the transfer of assets into SAGE take place?

    A: Monday, October 31, 2016.

    Q: What has happened since the assets were transferred into SAGE?

    A: SAGE corporation took ownership and control of the remaining assets of District and the management team and Board of Directors (the Board) went to work on familiarizing themselves with the assets, performing due diligence, and developing a plan to prepare for the special shareholder meeting where shareholders will vote on the mandate or plan for SAGE.

Q: Will SAGE Properties be receiving more assets?

A: No. If you have any questions about other assets of the CEF or DIL please contact Deloitte at (403) 267-1899 or calgaryrestructuring@deloitte.ca

Q: What is SAGE’s purpose?

A: SAGE is a private corporation based in Calgary, Alberta. SAGE’s focus is to maximize the value of its assets for the benefit of shareholders.

Q: I’m comfortable with my shares in SAGE, but I’m uneasy because I don’t know anyone at the company or anything about it. Who manages and operates SAGE?
A: SAGE is being run by Chief Executive Officer Scott McCorquodale and Chief Financial Officer Tony Chin. Mr. McCorquodale brings 20+ years of professional experience specializing in the sales of investment real estate and Mr. Chin is a CPA, CA with expertise in privately owned companies. Their work is overseen by the Board, at least 50% of whom are nominees of shareholders. The first shareholders meeting will be an excellent opportunity to meet both management and the board of directors.

Q: Who is currently on the Board of Directors for SAGE?

A: Shareholder nominees: Sandra Jory (Interim Chairman), Stephen Nielsen, and Myron Yurko. Shareholder: Murray Warnke.
Chief Executive Officer: Scott McCourquodale.

As of the date of this letter the Board has one vacancy.

Q: Are the members of the Board compensated for their work?

A: Not currently. To date, Board members who are not employees of SAGE have only been compensated for expenses incurred to attend Board meetings (mileage, meals etc.). The Board is contemplating the payment of directors to compensate them fairly for their time spent and to ensure that SAGE is able to attract and retain Board members with the necessary skills and experience for SAGE to achieve its objective of maximizing the value of its assets for the benefit of its shareholders. The Board has hired a compensation consultant to assist it in determining a director compensation model that is appropriate given SAGE’s size and particular circumstances.

Q: When is the first shareholder meeting?

A: A special meeting of the shareholders will be held on May 26, 2017. Notice of the meeting will be sent by mail to shareholders in April 2017. While an earlier date had been contemplated, there is significant preparation work to be done to explore various opportunities for shareholders to consider. The Board determined that this was the earliest timeframe that could be scheduled in order to ensure that SAGE has sufficient information to present to shareholders with respect to the options to be presented.

Q: What is the purpose of the special meeting of the shareholders?

A: Shareholders will get to vote on the commercial options available to SAGE to attempt to maximize the value of the assets of SAGE for the benefits of shareholders.

Q: In addition to this special meeting will SAGE hold an annual general meeting?

Yes SAGE is required to hold its first annual general meeting no later than 18 months after its incorporation date of August 26, 2016. At its annual general meeting SAGE must present audited financial statements, hold a vote on the election of directors and hold a vote to appoint the auditors of SAGE

Q: I want to sell my shares. What are my options?

A: SAGE is required to maintain a database of shareholders who are interested in selling their shares. If you wish to sell your shares please contact us at (403) 478-9661. Any shareholder who requests that their name be added to the database will have the option to sign a consent to release their personal information to potential purchasers. Under SAGE’s articles of incorporation which were set out as part of the CCAA process, SAGE’s Board is required to approve all transfer of shares. Although SAGE certainly has no intention to prevent anyone from selling their shares if they wish to do so, any sale of shares will be required to comply with all applicable securities and other laws. As SAGE is a private company, there are more legal restrictions on selling and buying shares, which may make it difficult for the Board to approve any potential sale of shares unless the seller and purchaser have provided evidence that they have complied with all such legal requirements.

Q. I want to purchase shares? How do I find shareholders who interested in selling?

A: Shareholders who wish to sell their shares are placed on a database maintained by SAGE and only shareholders who consent to release their personal information can be contacted. Please contact us at (403) 478-9661 for further information if you are interested in purchasing shares. Under SAGE’s articles of incorporation which were set out as part of the CCAA process, SAGE’s Board is required to approve all transfer of shares. Although SAGE certainly has no intention to prevent anyone from buying shares if they wish to do so, any purchase of shares will be required to comply with all applicable securities and other laws. As SAGE is a private company, there are more legal restrictions on selling and buying shares, which may make it difficult for the Board to approve any potential purchase of shares unless the seller and purchaser have provided evidence that they have complied with all such legal requirements.

Q: Where can I get more information?

A: We are committed to providing regular updates and we will report to our shareholders at regular intervals. Our goal is to return phone calls to shareholders within 2 to 3 business days. The Board is also looking at alternatives to provide regular updates and answer shareholder questions.

You can also reach us as follows:

SAGE Properties Corp
410, 505
8th Avenue S.W. Calgary, AB T2P 1G2
(403) 478-9661 info@sagproperties.ca

December 1, 2016

Dear Shareholder,

On behalf of the Board of Directors, we are pleased to report that effective October 31, 2016 the Prince of Peace real estate assets were transferred to SAGE Properties Corp. (“SAGE”). This marks an important milestone in the effort to return value to ABC District depositors who are now the shareholders of SAGE.

The assets now under SAGE governance and management are on one site located along the TransCanada Highway (16th Avenue N.E.) at Garden Road in Rocky View County, just outside of Calgary, Alberta and consist of the following:

  • Prince of Peace Manor – a 159-room senior’s assisted living facility;
  • Prince of Peace Harbour – a 32-room memory care facility;
  • Prince of Peace Lutheran School which is currently leased to Rocky View Schools;
  • More than 60 acres of surplus undeveloped land.

    SAGE was created to take custody of the assets that were not easily liquidated through the CCAA restructuring process. We have assembled a team with the knowledge, skills and expertise to maximize the value of these assets and get liquidity to shareholders in a responsive manner. The Board is committed to transparency, accountability, and corporate governance while representing your ownership interest in SAGE.

    The Board of Directors of SAGE and the executive team are aligned to the following priorities:

  1. Ensuring the continued safety and wellbeing of the residents, students and staff at our facilities;
  2. Supporting the value of SAGE’s assets with the ongoing identification and remediation of property and maintenance issues;
  3. Evaluating and pursuing opportunities to increase the value of the assets through activities such as vacancy reduction, subdivision and zoning, and utility optimization;
  4. Attracting qualified purchasers that will attribute the highest value to the assets for a

    possible sale;

  5. Pursuing opportunities to create future liquidity (i.e. cash) for all shareholders.

The Board and Management are working diligently to ensure your interests are properly represented. There is much work to do and critical activities have been initiated. We look forward to keeping you abreast of the work as it unfolds, on your behalf, as a shareholder of SAGE.

SAGE is working on an option to facilitate the purchase and sale of shares. While this work continues, we will keep you informed of any opportunities that arise for you to sell your shares. Should you wish to buy or sell shares please contact us at (403) 478-9661 or info@sageproperties.ca.

The significance of the events leading to the formation of SAGE Properties Corp. and the resultant impact on each of you is not lost on us. We acknowledge and thank you for your continued patience as we work through the early days of this new company. It is our intention to present you with the best possible information and options when we meet at the first shareholders meeting this February. Until then we will provide you with regular updates.

Thank-you. We look forward to meeting you in February 2017.

Sincerely yours,

Harvey Schott
Chairman
SAGE Properties Corp.

Scott McCorquodale
Chief Executive Officer
SAGE Properties Corp.