INVESTOR PRESENTATION
NOVEMBER 2019
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INVESTOR PRESENTATION NOVEMBER 2019 INVESTOR PRESENTATION NOVEMBER 2019 Disclaimer About this Presentation This presentation is dated November 11, 2019 and is strictly intended to provide general information about PRO Real Estate Investment
INVESTOR PRESENTATION
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INVESTOR PRESENTATION
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About this Presentation This presentation is dated November 11, 2019 and is strictly intended to provide general information about PRO Real Estate Investment Trust (“PROREIT”) and its business. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities of PROREIT. The information in this presentation is stated as at September 30, 2019, unless otherwise indicated. Non-IFRS Measures PROREIT’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”). In this presentation, as a complement to results provided in accordance with IFRS, PROREIT discloses and discusses certain non‐IFRS financial measures, including Adjusted Funds From Operations (“AFFO”), Funds From Operations (“FFO”), Gross Book Value (“GBV”), debt‐to‐GBV, Net Operating Income (“NOI”), interest coverage ratio and payout ratios as well as other measures discussed elsewhere in this
PROREIT has presented such non‐IFRS measures as Management believes they are relevant measures of PROREIT’s underlying operating performance and debt management. Non‐IFRS measures should not be considered as alternatives to net income, cash generated from (utilized in) operating activities or comparable metrics determined in accordance with IFRS as indicators of PROREIT’s performance, liquidity, cash flow, and profitability. For a full description of these measures and, where applicable, a reconciliation to the most directly comparable measure calculated in accordance with IFRS, please refer to the “Non‐IFRS and Operational Key Performance Indicators” section in PROREIT’s Management’s Discussion and Analysis for the period ended September 30, 2019 and for the year ended December 31, 2018 available on SEDAR at www.sedar.com. Forward-Looking Information Certain statements contained in this presentation constitute forward‐looking information within the meaning of applicable securities laws. In some cases, forward‐looking information can be identified by such terms such as “may”, “might”, “will”, “could”, “should”, “would”, “occur”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue”, “likely”, “schedule”, or the negative thereof or other similar expressions concerning matters that are not historical facts. Some of the specific forward‐looking statements in this presentation include, but are not limited to, statements with respect to PROREIT’s future financial performance; the ability of PROREIT to execute its growth strategies; and PROREIT’s ability to continue paying monthly distributions and PROREIT’s ability to raise capital. Forward‐looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond PROREIT’s control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking statements. PROREIT’s objectives and forward‐looking statements are based on certain assumptions, including that (i) PROREIT will receive financing on favourable terms; (ii) the future level of indebtedness of PROREIT and its future growth potential will remain consistent with PROREIT’s current expectations; (iii) there will be no changes to tax laws adversely affecting PROREIT’s financing capacity or operations; (iv) the impact of the current economic climate and the current global financial conditions on PROREIT’s operations, including its financing capacity and asset value, will remain consistent with PROREIT’s current expectations; (v) the performance of PROREIT’s investments in Canada will proceed on a basis consistent with PROREIT’s current expectations; and (vi) capital markets will provide PROREIT with readily available access to equity and/or debt. Additional information about these assumptions and risks and uncertainties is contained under “Risk Factors” in PROREIT’s latest annual information form, and in other filings that PROREIT has made and may make with applicable securities authorities in the future, all of which are or will be available on SEDAR at www.sedar.com. The forward‐looking statements contained in this presentation are expressly qualified in their entirety by this cautionary statement. Investors are cautioned not to put undue reliance on forward‐looking statements. All forward‐looking statements in this presentation are made as of the date of this presentation. PROREIT does not undertake to update any such forward‐looking information whether as a result of new information, future events or otherwise, except as required by law. Additional Information Information appearing in this presentation is a select summary of PROREIT’s business, operations and results. The latest annual information form of PROREIT and its consolidated financial statements and management’s discussion and analysis thereon for the year ended December 31, 2018 and for the period ended September 30, 2019 are available on SEDAR at www.sedar.com.
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Section 1. PROREIT AT A GLANCE Section 2. PROVEN EXECUTION Section 3. ROBUST 2019 THIRD QUARTER Section 4. POSITIONED FOR GROWTH Section 5. APPENDICES
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BC: 5 AB: 11 SK: 4 MB: 6 ON: 12 QC: 16 NS: 14 NB: 22 PEI: 1
Established in 2013, PROREIT owns $629 million of diversified commercial real estate properties in Canada, representing
mainly focused on strong secondary markets in Québec, Atlantic Canada and Ontario, with selective exposure in Western Canada.
Quick Facts
(As at November 11, 2019)
Ticker Symbol (TSX)
PRV.UN
DRIP Eligible
3% bonus units
Tax Deferred Distribution
100% (estimated)
Annual Distribution
$0.63 (post-consolidation)
Total Units
39,824,556
Market Capitalization
$290 million
Yield(1)
8.7%
Average Daily Volume
103,000
(1) Based on Nov. 11, 2019, $7.26 closing price.
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Revenue by Asset Class
(3 months ended September 30, 2019)
Retail 40.5% Industrial 21.3% Office 12.1% Commercial Mixed-use 26.2%
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To become a mid-cap diversified Canadian REIT with high-quality commercial real estate in specific segments
sectors, recognized for its ability to:
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WITH A CLEAR STRATEGY TO GROW FFO AND NAV
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► 23 properties,
1.0M sq. ft. GLA
► 32 properties,
1.7M sq. ft. GLA
► 39 properties,
2.0M sq. ft. GLA
► 66 properties,
2.7M sq. ft. GLA
A BREAKOUT YEAR
► Internalization of
asset management
► Graduation to TSX
► Consolidation
PROREIT has consistently paid attractive distributions every month, since January 2014
PROREIT CREATION BY FORMER CANMARC MANAGEMENT
► One $6 million
property, 397K sq. ft. GLA
► TSX-V listing
(PRV.UN)
► 91 properties,
4.4 M sq. ft. GLA
► Acquisitions
for $97.8M ► $57.6M equity
2013 2014 2015 2016 2017 2019
► $69.1 million
in new equity capital raised
► Acquisition
management platform
► Achieved
$500M asset target
► 84 properties,
3.7M sq. ft. GLA
2018
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1.628 9.189 18.190 22.963 29.639 40.889 5 10 15 20 25 30 35 40 45 2013 2014 2015 2016 2017 2018 1.404 0.155 4.465 3.568 9.053 13.885 2 4 6 8 10 12 14 2013 2014 2015 2016 2017 2018 1.410 2.944 6.258 7.619 10.325 14.340 5 10 15 20 25 30 35 40 45 2013 2014 2015 2016 2017 2018
Property Revenues
($ Millions)
Net Cash Flows Provided from Operating Activities
($ Millions)
Adjusted funds from operations (2)
($ Millions)
Total Assets
($ Millions)
Gross Leasable Area
(‘000 sq. ft.)
70.2 141.5 203.2 258.0 365.9 509.7 100 200 300 400 500 600 2013 2014 2015 2016 2017 2018 397 1,044 1,670 2,005 2,690 3,703 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 2013 2014 2015 2016 2017 2018
CAGR 91% CAGR 58% CAGR 49% CAGR 56% CAGR 59%
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1.126 5.758 11.207 14.105 18.266 26.049 5 10 15 20 25 30 35 40 45 2013 2014 2015 2016 2017 2018
Net Operating Income(2)
($ Millions)
CAGR 87%
(1) 2013 was for 13 months ended (2) Non-IFRS measure. See “Disclaimer – Non-IFRS measure”.
(1) (1) (1) (1) (1) (1)
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September 2019 Strategic Acquisitions
► Acquisitions of 7 institutional quality properties totaling
$97.8 million for total 696,000 square feet of GLA
► Boutique office tower in Ottawa’s business district ► Class-A mixed-used industrial property in Ottawa suburbs ► Five-property light industrial portfolio in Halifax, NS
► Acquisitions significantly strengthen the portfolio and
immediately accretive to AFFO per unit(1)
August 2019 Successful Bought-deal
► Raised $57.6 million in equity on a bought-deal basis,
including full exercise of over-allotment option
► Largest equity offering in PROREIT’s history
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(1) Non-IFRS measure. See “Disclaimer – Non-IFRS measure”.
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► 70+ years of collective asset
management and property management experience
► Former CANMARC REIT team
► Sold to Cominar in 2012
for $1.9B (43% annual ROI since IPO)
► Extensive network of real estate
and capital markets relationships
► Alignment with unitholders:
► Competitive, objectives-based asset
management structure
12 James W. Beckerleg
Chief Executive Officer and Trustee
Gordon Lawlor,
CPA, CA Executive Vice President, Chief Financial Officer and Secretary
Mark O'Brien
Managing Director, Operations
Alison Schafer,
CPA, CA Director of Finance
Chris Andrea
President Compass Commercial Realty
INTERNALIZATION OF ASSET MANAGEMENT FUNCTION COMPLETED ON APRIL 1, 2019 WILL ADD VALUE FOR UNITHOLDERS
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Internalization of Property and Asset Management
(2018-2019) ► Increases cash flow and adds value ► Creates significant economies
► Provides additional transparency
in accounting and financial reporting
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Increased Scale
► Increases access to larger and higher
quality acquisitions
► Decreases risk with greater
diversification and reduced dependency
► Increases potential for internal growth:
rent increases, densification, etc.
LEVERAGE TO IMPROVE COST OF CAPITAL AND INCREASED GROWTH PER UNIT
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CAD $ thousands except for unit amounts unless otherwise stated Three months ended September 30, 2019 Three months ended September 30, 2018 Change YoY %
Total assets $628,604 $432,176 45.5% Property revenue $13,241 $10,210 29.7% NOI(1) $8,525 $6,643 28.3% Same property NOI(1) $6,491 $6,400 1.4% Debt to Gross Book Value(1) (2) 56.72% 51.05% 11.1% Interest Coverage Ratio(1) 2.8x 2.5x
from operating activities $5,339 $3,666 45.6% FFO(1) $4,410 $3,344 31.9% AFFO(1) $5,070 $3,652 38.8% AFFO Payout Ratio (Basic)(1) (2) 111.0% 109.6% 1.3%
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(1) Non-IFRS measure. See “Disclaimer – Non-IFRS measure”. (2) Quarterly variance mainly as a result of lag between deployment of funds from mid-August 2019 equity offering and acquisitions of properties at end of September 2019 when majority of funds were deployed.
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CAD $ thousands except for unit amounts unless otherwise stated Nine months ended September 30, 2019 Nine months ended September 30, 2018 Change YoY %
Total assets $628,604 $432,176 45.5% Property revenue $40,312 $28,682 40.5% NOI(1) $25,431 $18,389 38.3% Same property NOI(1) $17,732 $16,911 4.8% Debt to Gross Book Value(1) 56.72% 51.05% 11.1% Interest Coverage Ratio(1) 2.7x 2.6x
from operating activities $9,498 $9,024 5.3% FFO(1),(2) $10,279 $8,335 23.3% AFFO(1) $14,747 $10,107 45.9% AFFO Payout Ratio (Basic)(1) 105.4% 114.3% (7.8)%
(1) Non-IFRS measure. See “Disclaimer – Non-IFRS measure”. (2) Includes one-time transaction costs relating to management internalization and TSX graduation of $3,076 for the nine months ended Sept.30,2019.
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Base Rent by Asset Class (%)(1)
Retail Industrial
(1) Based on in-place and committed base rent as of Sept. 30, 2018 and Sept. 30, 2019
Base Rent by Region (%)(1)
37.8 28.2 17.9 16.2 40.6 15.3 14.8 29.4 Commercial Mixed Use Office
Q3-2019
Maritime Provinces Quebec Western Canada Ontario
Q3-2019
Asset Class Number of Properties Occupancy (%) GLA (sq. ft.)
Retail 49 97.5 1,083,983 Office 10 94.5 487,001 Commercial Mixed-use 8 98.0 723,066 Industrial 24 99.4 2,101,004 Total 91 98.2 4,396,004
Based on in-place and committed base rent as of September 30, 2019
Q3-2018 Q3-2018
54.2 25.9 12.5 7.4 51.1 20.1 21.5 7.3
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# Tenant % of In-Place Base Rent GLA (sq. ft.) WALT (years) Credit Rating (1)
1 6.3 104,929 9.8 Baa2/BBB+/na 2 6.1 222,491 7.9 na/BB+/BBB 3 5.6 127,334 5.3 Ba1/BB+/na 4 3.6 81,611 4.9 Aaa/AAA/AAA 5 3.5 66,083 5.5 na/BBB/BBB 6 2.9 98,057 10.3 na 7 2.0 88,840 8.3 na 8 1.7 176,070 5.7 Baa3/BBB-/na 9 1.6 40,901 7.0 na/BB+/BBB 10 1.6 20,219 11.3 Aa2/A+/AH
TOP TEN SUBTOTAL
34.9 1,026,535 7.5
OTHER TENANTS
65.1 3,288,724 2.9
VACANT
80,745
TOTAL
100.00 4,396,004 5.6
(1) Based on annualized in-place and committed base rent at September 30, 2019 (2) Source: Moody’s, S&P, and DBRS. Credit rating assigned to tenant or its parent.
Highlights
Top ten tenants account for
34.9%
Eight
top ten
tenants are credit rated Credit quality tenants account for 45.5% of in-place base rent
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GLA BASE RENT
2019 2020 2021 2022 2023 2024-2036
► Excellent retention rate: Tenant renewal or replacement rate average
above 90% in each of the past five years
► Overall weighted occupancy rate of 98.2% with a weighted average
remaining lease term of 5.6 years
► Credit quality tenants have a weighted average remaining lease term of 6.2 years ► Staggered lease maturity profile
► Not more than 12.4% of base rent matures in any given lease year
0.7% 6.2% 12.4% 10.5% 10.7% 59.4% 0.7% 4.7% 12.4% 12.2% 10.6% 59.6%
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Internal Growth
► Nurture existing client
relationship, ensuring tenant retention and growth
► Implement operating
improvements and preventative maintenance programs
► Pursue expansion and
redevelopment opportunities within the portfolio
► Exploit lease-up
Strong Balance Sheet
► Low cost of debt ► Staggered mortgage
and lease maturity profile
► Targeted Debt to
GBV ratio
► Access to multiple sources
► Prudent capital management
External Growth
► Acquire accretive income-
producing commercial properties in strong secondary markets
► Focus on Class B,
high-quality commercial real estate
► Seek properties with
selective development, expansion opportunities and geographical diversification
► Pursue off-market
access to unique pipeline
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OUR ABILITY TO IDENTIFY AND BUILD A STABLE, LOW RISK PORTFOLIO WHERE LARGER REITs
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► Urban markets and regional
economic centres outside Central Vancouver and Toronto
► Often higher capitalization
rates
► Focus on Central and
Eastern Canada
► Strong upside as
market is transforming
► Our size permits us
to be opportunistic
Strong Secondary MARKETS Selection
Class B Assets
► Community retail service
centres
► Industrial ► Mixed-use Commercial ► Office
Targeting specific SEGMENTS within four SECTORS
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► Typically brand grocery or pharmacy anchored
► Brand names ► Long-term leases ► Excellent covenants
► Banks, medical professionals, government services, restaurants ► Upside potential from rent increases, vacancy fill-up and pad development is available
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► Single or multi-tenant, light industrial buildings (typically 22 feet clearance or higher) ► Located on major transportation routes with strategic access to:
► Airports ► Large cities ► Border crossings
► Currently focused on 50,000 sq. ft. to 200,000 sq. ft. buildings where increased occupancy and increased annual revenues are available
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► Buildings are often in industrial parks
► Flex office with loading docks ► Retail in industrial buildings (e.g. - décor, wholesale) ► Light industrial with office space
► Currently, the right buildings in the right sectors are seeing increasing demand from a growing economy
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HALLS CREEK (2016-2017)
► New pad development completed ► > 10% Return on invested capital (1) ► 100% leased ► Approximately $140 thousand NOI(1) on annualized basis
► 41,500 sq. ft. in development opportunity
KING GEORGE HIGHWAY (2017)
► Pad developments complete ► 6,400 sq. ft. of new GLA ► Rogers, Subway and Cara signed ► >9% ROIC on Cara pad, >18% ROIC on Rogers and Subway pads 26
OTHER OPPORTUNITIES (ONGOING)
► 8150 Trans-Canada Highway, St. Laurent, QC
(pad development)
► 50 Empire Lane, Windsor, NS
(pad development)
► 1455 Mountain Ave., Winnipeg MB
(building expansion)
► 10 Bentall Street, Winnipeg, MB
(vacant land, industrial opportunity)
► 31 Auriga Drive, Ottawa, ON
(potential building expansion)
(1) Non-IFRS measure. See “Disclaimer – Non-IFRS measure”.
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Debt Composition ($ millions) Operating facilities, term loans $28.6 First mortgages $328.4 Total $357.0 Debt to GBV(1) 56.72% Total debt $357.0M Total debt weighted average rate 3.74% Total first mortgage debt weighted average term 5.4 years Debt Maturity Profile
As of September 30, 2019
Debt Maturing During Year Payments of Principal
20 40 60 80 100 120 140 1 year 1-2 years 2-3 years 3-4 years 4-5 years later $39.5 $15.9 $53.8 $54.2 $125.5 $68.1
(2) Includes $24.0 million relating to a revolving credit facility (2) (1) Non-IFRS measure. See “Disclaimer – Non-IFRS measure”.
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PROREIT HAS CONSISTENTLY PAID ATTRACTIVE DISTRIBUTIONS EVERY MONTH SINCE JANUARY 2014
(30.0%) (15.0%)
30.0% 45.0% 60.0% 75.0% 90.0% Jan-2014 Jan-2015 Jan-2016 Jan-2017 Jan-2018 Jan-2019 PROREIT Peer Index S&P/TSX Capped REIT Index 77.9% 60.2% 75.8% (1) Peer index includes Nexus REIT, Melcor REIT, BTB REIT and True North Commercial REIT Nov.11-2019
(1)
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► Attractive yield and consistent
monthly distributions
► Solid track record of growth
and unitholder value creation
► Diversified portfolio and
high-quality, low-risk tenants with long-term leases
► Experienced management team
and solid relationships in the investment banking and lending businesses
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► Increased scale and growing profile
to achieve additional synergies
► Acquisition focused ► Opportunistic and well-positioned
to benefit from current real estate market transformation
► Clear strategy to grow earnings
and net asset value
► Favourable Canadian real estate
market in sound and resilient economy
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► The Former CANMARC REIT ► Diversified REIT with national portfolio ► 143 properties ► Acquired by Cominar in 2012 for $1.9 billion ► 43% compound annual rate of return since IPO, compared to 28% for the REIT index
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0% 25% 50% 75% 100%
May-2010 Jul-2010 Sep-2010 Nov-2010 Jan-2011 Mar-2011 May-2011 Jul-2011 Sep-2011 Nov-2011 Jan-2012
S&P/TSX Capped REIT Index CANMARC REIT
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HIGHLY STRATEGIC ACQUISITION COMPLETED IN 2018
► Managed autonomously from Halifax headquarters ► 30 clients in total ► Managed 83 PROREIT properties ► Offices in Halifax, Moncton, Montreal and Oakville ► Significant room for expansion
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Transaction Purchase Price ($millions) Number of Properties Added GLA (sq. ft.) Occupancy Rate at Acquisition
1750 Jean-Berchmans-Michaud St. Drummondville, QC (50%) $4.39 1 85,560 100% Winnipeg, MB Industrial Portfolio $27.3 6 237,430 100% 598 Union St., Frederiction, NB $4.5 1 32,258 100% Quebec Retail Portfolio $8.95 4 13,606 100% Ottawa ON Office Portfolio $51.7 5 282,000 97.3% Saint Hyacinthe, QC light industrial property $10.0 1 176,070 100% Southwest Ontario Industrial properties $15.4 2 202,000 100% Total Acquisitions $122.24 20 1,028,924 Total Sales ($0.895) (1) (11,700) Net Acquisitions $121.34 19 1,017,224
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OTTAWA OFFICE PROPERTY PORTFOLIO
► Five suburban office properties ► $51.7 million ► 97.3% occupied ► 292,000 total GLA ► Situated along new light rail rapid transit ► Acquired November 14, 2018
SAINT-HYACINTHE LIGHT INDUSTRIAL PROPERTY
► $10 million ► 176,070 GLA ► Single global creditworthy tenant with long-term lease ► Situated on Trans-Canada Highway ► Acquired November 7, 2018
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1750 JEAN-BERCHMANS-MICHAUD STREET
►High quality light industrial building. ►Acquired 50% interest not already owned. ►Rent step-ups built in to lease. ►Acquired June 28, 2018.
FOUR RETAIL PROPERTIES
► $8.95 million ► Montreal, Sherbrooke, Laurier Station and Lévis. ► 100% leased to Couche Tard convenience stores and include a Tim Hortons. ► Total of 13,606 square feet of GLA for the four buildings. ► Acquired August 15, 2018
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WINNIPEG MB INDUSTRIAL PROPERTIES
► 5 light industrial properties, one commercial mixed use property, and undeveloped land ► 237,430 sq. ft. GLA ► Very stable commercial market ► Significant potential for incremental NOI and development ► Acquired June 29, 2018
598 UNION STREET, FREDERICTON, N.B.
► $4.5 million retail strip mall ► Rent step-ups built into leases ► Acquired June 14, 2018
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