First Capital REIT calls Sandpiper statements ‘misleading’

First Capital REIT’s board of trustees is addressing a February 24, 2023 letter from Samir Manji, CEO of Sandpiper Group and CEO of Artis Real Estate Investment Trust to First Capital’s unitholders. The company said, "The Board has repeatedly engaged in good faith with Sandpiper and Artis in an effort to avoid the cost and distraction associated with a proxy contest. As demonstrated in the support and cooperation agreement reached with Vision Capital and Ewing Morris, the Board is willing to find compromises that are beneficial to all unitholders. Unfortunately, the Sandpiper Group’s demands continue to be self-serving, unreasonable, not in the best interest of First Capital and its unitholders, and disproportionate relative to their ownership interest. Sandpiper and Artis have a troubling track record. Sandpiper has a history of value destruction at other REITs, including Artis, and a pattern of self-dealing, poor corporate governance and self-enrichment. Artis has been fundamentally changed, to the detriment of its unitholders, by Mr. Manji and his fellow Sandpiper nominees since they acquired control of its board of trustees. Mr. Manji, who is the CEO of both Sandpiper and Artis, has substantial conflicts of interest. Extensive without prejudice discussions preceded our proposal to appoint an independent, non-Sandpiper trustee to the Board. This proposal was an attempt, after much back and forth, to grant the Sandpiper Group representation on our refreshed Board while guarding against the conflicts posed by Mr. Manji. Mr. Manji’s characterization of it, including of the time that he had to consider it, is misleading. His outright rejection of this proposal makes it clear that he is intent on installing himself on the Board to advance the interests of Sandpiper and Artis, rather than those of First Capital and its unitholders. The Board continues to focus on ensuring that First Capital is positioned to drive value for all unitholders. It has constructively engaged and continues to engage with all unitholders and has also acted decisively to respond to unitholder feedback in a balanced, pragmatic and considered manner. This is reflected in the REIT’s successful Enhanced Capital Allocation and Portfolio Optimization Plan and the refreshed Board that will be presented to unitholders for their support."