Good afternoon, everyone, and welcome to the Annual Meeting of Unitholders of European Residential Real Estate Investment Trust, ERES. My name is Dr. Gina Parvaneh Cody. I am the Chair of the Board of Trustees of ERES, and I will act as Chair of today's meeting.
Before I proceed, I would like to thank our unitholders who are able to join us virtually for today's meeting. Before we begin, please be aware that certain information to be presented or discussed today may be forward-looking. If you log into the webcast, I refer you to the cautionary note on the presentation slide. The cautionary note applies to our presentation and discussion this afternoon. For everyone else, I pause here while the note is read.
During today's meeting and in the management presentation and question period, certain statements may contain forward-looking information within the meaning of applicable securities laws. Forward-looking information may relate to ERES's future outlook and anticipated events or results. These statements are based on factors and assumptions regarding expected growth, results of operations, performance and business prospects and opportunities. Management's estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change.
Although the forward-looking statements are based on assumptions and information that is currently available to management, including current market conditions and management's assessment of disposition and other opportunities that are or may become available to ERES, which are subject to change, management believes that these statements have been prepared on a reasonable basis, reflecting ERES's best estimates and judgments. However, there can be no assurance actual results, terms or timing will be consistent with these forward-looking statements, and they may prove to be incorrect.
Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond ERES's control that may cause ERES's or the industry's actual results, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties are described in ERES's regulatory filings, including our annual information form and management's discussion and analysis, all of which can be obtained on SEDAR+ at www.sedarplus.ca. Subject to applicable law, ERES does not undertake any obligation to publicly update or revise any forward-looking information.
I will now begin by introducing Mark Kenney, a member of the Board of Trustees and Chief Executive Officer, who will be speaking today. The format for today's meeting will be divided into 2 parts. First, I will deal with the formal aspects of the meeting, following which there will be a management presentation by Mark Kenney. At the end of that presentation, we will address questions from registered unitholders and duly appointed proxy holders. Such questions may be submitted through the message tab provided on the web portal. Though we may not have time to answer every question, we will do our best to provide a response to as many as possible during the meeting. In the unlikely event that we do not address your question during the meeting, ERES will communicate with you after the meeting if you have provided your contact information.
I will now begin with the formal part of the meeting. I now call the meeting to order. With the concurrence of the meeting, Elise Lenser, ERES' Secretary, will act as Secretary of the meeting. And Wayne Yearwood of TSX Trust Company will act as a scrutineer for today's meeting.
The Secretary has advised me that we received the affidavit of mailing from TSX Trust Company confirming that the notice calling the meeting and related material were provided to unitholders of record on the record date for the meeting. With the consent of the meeting, I will dispense with the reading of the notice calling the meeting.
The Secretary has advised me that a quorum is present for the meeting based on unitholders we know to be in attendance, including by proxy and documented in the preliminary report of the scrutineer. A final report will be prepared and filed as part of the record of the meeting. On this basis, I declare the meeting to be properly constituted for the transaction of business.
On behalf of the Board, I thank those unitholders who have joined us today. Voting results for resolutions to be voted on today will be formally announced by press release following the meeting.
For the purposes of today's meeting, voting on all matters will be conducted by a single electronic ballot. Registered unitholders and proxy holders of record can use the electronic ballot feature available on your screen. You are encouraged to complete your electronic ballot during the allotted time prior to the end of the formal portion of today's meeting.
If you voted in advance of the meeting and you do not wish to revoke your previously submitted proxy, then you do not need to vote during the minute. If during the course of the meeting, we encounter any technical difficulties with the webcast, please remain logged on, and we will resume as soon as practicable.
Based on reporting by the scrutineer, the designated proxy holder for the meeting is holding proxies demonstrating voting sufficient for all motions to be carried. Accordingly, we will try to move through the formal meeting guidance quickly to make the best use of our time. We have designated unitholders that will move and second each of the meeting material and matters.
The polls are now formally open for electronic voting. Voting will close once all resolutions have been formally dealt with. Once voting closes, the scrutineer will tabulate the results of the vote for each matter.
The first item of business is the presentation of the consolidated financial statements of ERES for the year ended December 31, 2024, and the related auditor's report. A copy of the financial statements was provided to those unitholders who requested them and the financial statements are available electronically on ERES's website at SEDAR+. Unitholders are not being asked to take any action regarding the financial statements. But if any unitholder has questions, relating to the financial statements they may be sent to ERES's Investor Relations team by e-mail to IR at ir@eresreit.com.
Before proceeding with the election of trustees, I would like to recognize Mr. Harold Burke, who is retiring from the Board of trustees following 6 years of service. Mr. Burke's invaluable insight expertise and leadership has played a key role in driving ERES's success, and we would like to thank Mr. Burke for his time, effort and dedication to helping ERES achieve its goals.
We will now proceed with the election of trustees. The management information circular sets out information for the 5 nominees for election to the Board. This I'm advised that no further nominations were received by ERES prior to the advanced notice deadline in ERES's sixth amended and restated declaration of trust, the following are the 5 trustee nominees. Myself, Gina Parvaneh Cody, Ira Gluskin, Mark Kenney, Gervais Levasseur and Lisa Russell. The Toronto Stock Exchange requires trustees to be voted on individually. Consistent with this requirement, unitholders have been provided with the opportunity to vote or withhold their votes for each nominee on an individual basis.
I propose that we proceed with the motion to elect the nominees. May I have a motion for the election of trustees?
My name is Stephen Co. I am the Chief Financial Officer of CAPREIT and a proxy holder. Chair, I move for the election of the 5 nominees as trustees.
My name is Jenny Chou. I am the Chief Financial Officer of ERES and a proxy holder. Chair, I second the motion.
Thank you. We will now vote for the election of trustees. Any registered unitholder or duly appointed proxy holder who has not yet voted or who wishes to change their vote with respect to the election of trustees may do so now by clicking on the vote here button on the web portal and following the instructions.
We will now proceed with the reappointment of auditors for the ensuing year and the authorization of the Board to fix their remuneration. The trustees on the recommendation of the Audit Committee proposed that Ernst & Young LLP be reappointed as the auditors of ERES until the close of the next annual meeting or until a successor is appointed and that the trustees be authorized to fix their remuneration. May I have a motion for such reappointment and authorization.
I so move.
I second the motion.
Thank you. We will now vote for the reappointment of the auditors and the authorization of the trustees to fix their remuneration. Any registered unitholder or duly appointed proxy holder who has not yet voted or who wishes to change their vote with respect to the reappointment of the auditor may do so now by clicking on the vote here button on the web portal and following the instructions.
Now that everyone has had the opportunity to vote, I now declare the polls closed. Based on the preliminary voting results received from the scrutineer, the voting results for each item of business show an abundance of favorability. Accordingly, each of the motions are carried. Therefore, I declare myself in Gina Parvaneh Cody, Ira Gluskin, Mark Kenney, Gervais Levasseur and Lisa Russell duly elected as trustees of ERES to hold office until the next Annual Meeting of Unitholders or until successors are duly elected or appointed.
I declare that Ernst & Young LLP are reappointed as the auditor of ERES and that the trustees are authorized to fix their remuneration.
Thank you, everybody. We have now completed the formal part of the meeting. If there is no further business, I will ask for a motion to terminate the meeting.
I so move.
I second the motion.
I declare the motion carried and the Annual Meeting of Unitholders of ERES adjourned. On behalf of management and the Board, I would like to thank you all for attending today. This concludes the formal part of the meeting.
With that, I will now ask Mark to provide his remarks.
Thanks, Gina. Thanks, Elise, and a warm welcome to everyone.
Let's start by taking a look back at some of the highlights from the past year. In 2024, we completed over EUR 900 million in suites by the end of the year. We were able to transact on these sales at pricing at or above generating significant capital that we used in part to strengthen our balance sheet. We repaid EUR 544 million in mortgage debt, and we fully paid down the EUR 103 million we had outstanding on a revolving credit facility at the start of 2024 to approximately 3,000 suites by the end of the year. We were able to transact on these sales at pricing at or above previously reported fair values at the time of negotiation, generating significant capital that we used in part to strengthen our balance sheet. We repaid EUR 544 million in mortgage debt, and we fully paid down the EUR 103 million we had outstanding on our revolving credit facility at the start of 2024.
The result was a significant reduction in the REIT's ratio of adjusted debt to gross book value from 57.6% as of December 31, 2023, to 39.7% as of December 31, 2024. With the remaining proceeds, we were pleased to declare a special cash distribution to unitholders of EUR 1 per unit in Class B LP unit, which amounted to EUR 234 million paid out on December 31, 2024.
Since then, in the first quarter, we completed the sale of another 415 residential suites for a combined consideration of EUR 90 million. And we used net proceeds to repay EUR 79 million in outstanding debt. Furthermore, on April 2, we entered into an agreement to sell entities owning 1,446 residential suites for an aggregate price of approximately EUR 337 million, with closing expected in the third quarter of 2025. After paying down additional debt, net proceeds are intended to fund a special cash distribution of an estimated EUR 0.80 per unit.
Subject to the completion, this transaction will leave an attractive collection of 10 multi-residential properties containing 1,148 suites in the Netherlands, along with 2 commercial properties, which I will expand on in more detail in a few minutes. Operationally, you will note a decrease in our residential occupancy, which was 93.6% as of Q1 2025. This is due to our disposition strategy as we've been intentionally keeping certain suites vacant for sale. That said, we continue to realize robust rent growth with occupied AMR increasing by 6.2% since March 31, 2024, to EUR 1,248 as of March 31, 2025.
I will now briefly provide an update on our strong financial position and liquidity. As mentioned, we used most of the proceeds from our strategic dispositions in the first quarter to pay down debt, and this lowered our leverage even further to 35.8% as of March 31, 2025. We also have ample access to liquidity and continue to ensure our coverage ratios are well in excess of covenants. Across our remaining mortgages, we have a low weighted average interest rate of 2.5%, and we now have only EUR 7 million maturing in 2025 with nothing maturing in 2026. This supports our ability to pursue an array of strategic opportunities. That brings me to our strategy for maximizing returns for unitholders.
At the beginning of 2025, we held a special unitholder meeting in which a resolution to amend the REIT's declaration of trust was passed. This provided the Board with the utmost flexibility in assessing and executing on the most attractive opportunities available. In line with this, we've expressly announced that moving forward, we will be seeking to maximize returns through surfacing the residual value of the platform, whether that be through continued dispositions of the REIT's properties and/or affecting a sale of the REIT and distributing that net equity to investors.
The Board of Trustees and management are fully aligned on achieving this strategic dissolution in the near-term. And we're unified in our determination to take all steps necessary to execute on this objective in a responsible, disciplined and timely fashion. To that end, we have announced that ERES is currently working with CBRE and Rubens Capital Partners, who advise the REIT in connection with the bid process for the balance of the portfolio.
We provided a breakdown of that -- the majority of our Dutch properties are located in the high-growth Randstad region of the Netherlands, and approximately 1/3 of the units are liberalized. We've also disclosed some details regarding the bid process with proposals due to be received in the third quarter of 2025.
Looking ahead, we are determined to execute on disposition and/or dissolution opportunities in the most accretive and punctual way possible to uncover maximum value and return the proceeds, net of wind-up costs to the unitholders. We know this goal hinges on both pricing and timing on behalf of the Board and management team, we reaffirm our dedication to actioning this in the best interest of all unitholders.
With that, I would like to thank you for your time this afternoon, and we would now be pleased to take any questions you may have.
We'll now move to the question-and-answer session of the meeting. If you have not yet submitted a question but wish to do so, please do so now by submitting your questions through the Message tab provided on the web portal. As a reminder, only registered unitholders or duly appointed proxy holders in attendance at the meeting will be able to ask questions at this time.
There are no comments or questions to be addressed. I will now turn the meeting back to Mr. Kenney.
Thank you, Elise, and thank you, everyone, for attending the meeting and voting. Have a nice afternoon and goodbye.
