Granite Real Estate Investment Trust
Annual Information Form
March 8, 2023
TABLE OF CONTENTS
GENERAL MATTERS |
3 |
Purchases of REIT Units |
71 |
Date of Information |
3 |
Trustees |
71 |
Note Regarding Financial Information |
3 |
REIT Unit Redemption Right |
74 |
Non-IFRS Measures and Ratios |
3 |
Meetings of REIT Unitholders |
76 |
FORWARD-LOOKING STATEMENTS |
5 |
Limitations on Non-Resident Ownership of |
77 |
REIT Units |
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GLOSSARY OF TERMS |
7 |
Amendments to the Declaration of Trust |
80 |
CORPORATE STRUCTURE |
13 |
Term of Granite REIT |
82 |
Granite REIT |
13 |
Acquisition Offers |
83 |
Granite GP |
13 |
Information and Reports |
84 |
Granite LP |
13 |
Conflict of Interest Provisions |
84 |
Organizational Structure and Subsidiaries . . |
13 |
GRANITE GP CAPITAL STRUCTURE |
85 |
GENERAL DEVELOPMENT OF THE BUSINESS . |
14 |
CREDIT FACILITY AND INDEBTEDNESS |
85 |
BUSINESS OVERVIEW |
23 |
Credit Facility |
86 |
Income-Producing Properties |
24 |
Construction Loan |
86 |
Property Types |
26 |
Term Loans |
86 |
Profile of Granite's Real Estate Portfolio . . . . |
28 |
Other Unsecured Indebtedness |
88 |
Schedule of Lease Expiries |
29 |
Credit Ratings |
89 |
Lease Maturity Summary |
30 |
DISTRIBUTION AND DIVIDEND POLICY |
90 |
Principal Markets in which Granite Operates |
31 |
Distribution Policy of Granite REIT and |
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Granite GP |
90 |
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Development, Expansion and Improvement |
35 |
Distributions of Granite REIT |
91 |
Projects |
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Foreign Exchange |
36 |
MARKET FOR SECURITIES |
92 |
Leasing Arrangements |
36 |
Trading Price and Volume |
92 |
TRUSTEES, DIRECTORS AND MANAGEMENT |
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Government Regulation |
37 |
OF GRANITE |
93 |
Employees |
37 |
Cease Trade Orders, Bankruptcies, Penalties |
99 |
or Sanctions |
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Magna, Granite's Largest Tenant |
38 |
Potential Conflicts of Interest |
100 |
ENVIRONMENTAL, SOCIAL, GOVERNANCE |
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AND RESILIENCE |
38 |
AUDIT COMMITTEE |
100 |
INVESTMENT GUIDELINES AND OPERATING |
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POLICIES OF GRANITE |
45 |
Composition of the Audit Committee |
100 |
REIT Investment Guidelines |
45 |
Pre-Approval of Policies and Procedures |
100 |
Operating Policies |
46 |
Audit Committee's Charter |
101 |
Amendments to Investment Guidelines and |
47 |
Audit Fees |
101 |
Operating Policies |
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RISK FACTORS |
47 |
INTEREST OF MANAGEMENT AND OTHERS IN |
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MATERIAL TRANSACTIONS |
101 |
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Risks Relating to Granite's Business |
47 |
AUDITORS, REGISTRAR AND TRANSFER AGENT |
101 |
Risks Relating to Taxation |
58 |
LEGAL PROCEEDINGS |
101 |
Risks Relating to the Stapled Units |
61 |
MATERIAL CONTRACTS |
102 |
Risks Relating to the Debentures |
66 |
Agreements in Connection with the 2011 |
102 |
Arrangement |
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DESCRIPTION OF STAPLED UNITS |
68 |
Other Material Contracts |
103 |
Support Agreement |
68 |
ADDITIONAL INFORMATION |
103 |
DECLARATION OF TRUST AND DESCRIPTION |
APPENDIX A GRANITE REAL ESTATE |
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OF REIT UNITS |
69 |
INVESTMENT TRUST AUDIT COMMITTEE |
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CHARTER |
A-1 |
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Allotment and Issue of REIT Units |
70 |
APPENDIX B GRANITE REIT INC. AUDIT |
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COMMITTEE CHARTER |
B-1 |
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Transferability and Stapling of REIT Units . . . |
70 |
GENERAL MATTERS
This Annual Information Form contains information about both Granite Real Estate Investment Trust and Granite REIT Inc. The trust units of Granite REIT ("REIT Units") and the common shares of Granite GP ("GP Shares") trade as stapled units (''Stapled Units''), each consisting of one REIT Unit and one GP Share. The Stapled Units are listed on the TSX under the symbol ''GRT.UN'' and on the NYSE under the symbol ''GRP.U''.
Date of Information
Information in this AIF is dated as of December 31, 2022, unless otherwise indicated.
Note Regarding Financial Information
Financial information of Granite REIT and Granite GP is presented on a combined basis as permitted under exemptions granted by applicable Canadian securities regulatory authorities. Accordingly, throughout this Annual Information Form, unless otherwise specified or the context otherwise indicates, ''Granite'' refers to the combined Granite REIT and Granite GP and their subsidiaries.
Except as otherwise noted, financial data included in this Annual Information Form has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. This Annual Information Form should be read in conjunction with the combined financial statements and appended notes, and management's discussion and analysis, each of which appear in Granite's annual report for 2022 and are available on SEDAR at www.sedar.com. Granite refers to Canadian dollars as ''dollars'' or ''$'', United States dollars as "US$" or ''USD'' and Euros as ''EUR' or "€". Granite publishes its financial statements in Canadian dollars.
Non-IFRS Measures and Non-IFRS Ratios
In addition to using financial measures determined in accordance with IFRS, Granite also uses certain non-IFRS measures and non-IFRS ratios in managing its business to measure financial and operating performance as well as for capital allocation decisions and valuation purposes. Granite believes that providing these measures on a supplemental basis to the IFRS results is helpful to investors in assessing the overall performance of Granite's business. These non-IFRS measures and non-IFRS ratios include the total debt and net debt and the net leverage ratio.
Total debt is a non-IFRS performance measure calculated as the sum of all current and non- current debt, the net mark to market fair value of cross-currency interest rate swaps and lease obligations as per the combined financial statements. Net debt subtracts cash and cash equivalents from total debt. Granite believes that it is useful to include the cross-currency interest rate swaps and lease obligations for the purposes of monitoring Granite's debt levels.
The net leverage ratio is a non-IFRS ratio that Granite believes is useful in evaluating Granite's degree of financial leverage, borrowing capacity and the relative strength of its balance sheet. Readers are cautioned that total debt, net debt and net leverage ratio do not have a standardized meaning prescribed under IFRS and, therefore, should not be construed as an alternative to net income, cash provided by operating activities or any other measure calculated in accordance with IFRS. Additionally, because these terms do not have a standardized meaning prescribed by IFRS, they may not be comparable to similarly titled measures presented by other reporting issuers. The net leverage ratio is calculated as the carrying value of total debt less cash and cash equivalents, divided by the fair value of investment properties (excluding assets held for sale).
Granite REIT 2022 Annual Information Form 3
Total debt, net debt and net leverage ratio are calculated from the audited combined financial statements as at and for the year ended December 31, 2022 as follows:
As at December 31, 2022 |
(in millions) |
||
Unsecured debt, net |
$ |
2,983.6 |
|
Derivatives, net (1) |
(138.4) |
||
Lease obligations |
33.7 |
||
Secured debt |
51.4 |
||
Total debt |
$ |
2,930.3 |
|
Less: cash and cash equivalents |
135.1 |
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Net debt |
[A] |
$ |
2,795.2 |
Investment properties |
[B] |
$ |
8,839.6 |
Net leverage ratio |
[A]/[B] |
32 % |
4 Granite REIT 2022 Annual Information Form
FORWARD-LOOKING STATEMENTS
This Annual Information Form and the documents incorporated by reference herein contain statements that, to the extent they are not recitations of historical fact, constitute ''forward- looking statements'' or ''forward looking information'' within the meaning of applicable securities legislation, including the United States Securities Act of 1933, as amended, the United States Securities Exchange Act of 1934, as amended, and applicable Canadian securities legislation. Forward-looking statements and forward-looking information may include, among others, statements regarding Granite's future plans, goals, strategies, intentions, beliefs, estimates, costs, objectives, capital structure, cost of capital, tenant base, tax consequences, economic performance or expectations, or the assumptions underlying any of the foregoing. Words such as ''outlook'', ''may'', ''would'', ''could'', ''should'', ''will'', ''likely'', ''expect'', ''anticipate'', ''believe'', ''intend'', ''plan'', ''forecast'', ''objective'', ''strategy'', ''project'', ''estimate'', ''seek'' and similar expressions are used to identify forward-looking statements and forward-looking information. Forward-looking statements and forward-looking information should not be read as guarantees of future events, performance or results and will not necessarily be accurate indications of whether or the times at or by which such future performance will be achieved. Undue reliance should not be placed on such statements. There can also be no assurance that Granite's expectations regarding various matters, including the following, will be realized in a timely manner with the expected impact or at all, Granite's ability to deliver cash flow stability and growth and create long-term value for REIT Unitholders and GP Shareholders; Granite's ability to implement its ESG+R program and related targets and goals; the expansion, and diversification of Granite's real estate portfolio, including acquisitions of properties in new markets; the reduction in Granite's exposure to Magna and the special purpose properties; Granite's ability to strategically redeploy the proceeds from recently sold properties and financing initiatives; Granite's ability to find and integrate satisfactory acquisition, joint venture and development opportunities and to strategically deploy the proceeds from recently sold properties and financing initiatives; Granite's sale from time to time of Stapled Units under its ATM Program; Granite's ability to accelerate growth and execute its short and long-term business strategies; Granite's ability to renew land leases upon their expiration; Granite's ability to optimize its balance sheet; Granite's ability to increase its leverage ratio; and the expected amount of any distributions and distribution increase, including any expected increases can be achieved in a timely manner, with the expected impact or at all. Forward-looking statements and forward- looking information are based on information available at the time and/or management's good faith assumptions and analyses made in light of Granite's perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. Forward-looking statements and forward-looking information are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond Granite's control, that could cause actual events or results to differ materially from such forward-looking statements and forward-looking information. Important factors that could cause such differences include, but are not limited to: the risk of changes to tax or other laws and treaties that may adversely affect Granite REIT's mutual fund trust status under the Tax Act or the effective tax rate in other jurisdictions in which Granite operates; the risks related to Russia's 2022 invasion of Ukraine that may adversely impact Granite's operations and financial performance; economic, market and competitive conditions and other risks that may adversely affect Granite's ability to expand and diversify its real estate portfolio, dispose of any non-core assets on satisfactory terms and pay the expected amount of any distributions; and, the risks set forth in this Annual Information Form in the ''Risk Factors'' section, which investors are strongly advised to review. The ''Risk Factors'' section also contains information about the material factors or assumptions underlying such forward-looking statements and forward-looking information. Forward-looking statements and forward-looking information speak only as of the date the statements were made and unless otherwise required by applicable securities laws,
Granite REIT 2022 Annual Information Form 5
Disclaimer
Granite Real Estate Investment Trust published this content on 08 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 March 2023 23:01:08 UTC.
Publicnow 2023
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Technical analysis trends GRANITE REAL ESTATE INVESTMENT TRUST
Short Term | Mid-Term | Long Term | |
Trends | Neutral | Bullish | Neutral |
Income Statement Evolution
Sell Buy |
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Mean consensus | BUY |
Number of Analysts | 11 |
Last Close Price | 81,42 CAD |
Average target price | 93,36 CAD |
Spread / Average Target | 14,7% |