Annual General Meeting September 10 th, 2015

Transcription

1 PAGE 1 Annual General Meeting September 10 th, 2015 Foundation Place Capital Inc.

2 Forward-Looking Statements Advisory PAGE 2 Certain information regarding Foundation Place Capital Inc. ( Foundation Place ) set forth in this document contains forward-looking statements that involve substantial known and unknown risks and uncertainties. The use of any of the words "plan", "expect", "intend", "believe", "should", "anticipate" or other similar words, or statements that certain events or conditions "may" or "will" occur are intended to identify forward-looking statements. In particular, forward-looking statements contained in this document include, but are not limited to, Foundation Place s ability to provide serviced lands; the anticipated benefits resulting from servicing the lands; anticipated increases in price of the lands; the ability to develop the lands; securing sufficient capital to develop the lands; anticipated sales, profits, returns, revenue and cash flow; the anticipated pay-back period and the mechanics of such pay-back; the consequences of, and the process following, a catastrophe or economic difficulties. These statements are only predictions and actual events or results may differ materially. Many factors could cause Foundation Place's actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, Foundation Place. Such factors include, but are not limited to, industry conditions including changes in laws and regulations, adoption of new laws and regulations, and changes in how laws and regulations are interpreted and enforced; competition; lack of availability of qualified personnel; obtaining required approvals of regulatory authorities; ability to access sufficient capital from internal and external sources; and other factors, many of which are beyond the control of Foundation Place. Readers are cautioned that the foregoing list of factors is not exhaustive. Although the forward looking statements contained in this document are based upon assumptions which management believes to be reasonable, Foundation Place cannot assure investors that actual results will be consistent with these forward-looking statements. With respect to forward-looking statements contained in this document, Foundation Place has made assumptions regarding, sales, profits, returns, revenue and cash flow will increase according to management's timelines; Foundation Place will enjoy sufficient success to allow pay-back according to management's timelines. These forward-looking statements are made as of the date of this document and Foundation Place disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results, or otherwise, other than as required by applicable securities laws. Any financial outlook or future oriented financial information in this investor presentation, as defined by applicable securities legislation, has been prepared by management of Foundation Place. Such financial outlook or future oriented financial information is provided for the purpose of providing information about management's reasonable expectations as to the anticipated results of its proposed business activities and may not be appropriate for other purposes.

3 Agenda PAGE 3 1. Re-Introduction to Foundation Place Capital Who Foundation Place used to be: CCAA History Who Foundation Place is now: Simmons Involvement New Board of Directors 2. About the Lands 3. Objective, Constraints & Opportunities 4. Timeline 5. Summary

4 Re-Introduction to Foundation Place Capital Inc. PAGE 4

5 Who Foundation Place used to be PAGE 5 Foundation Place Capital Inc. ( Foundation Place ) was formed in 2008 for the purpose of acquiring 10,548 sqft of land for development located on the southwest corner of 1 st Street S.E. and 17 th Avenue S.E. (the Lands ) Foundation Place was controlled by Harvest as the sole shareholder and Ron Aitkens as its sole director Foundation Place raised $8.5M from approximately 440 investors by issuing 6% bonds which matured on March 31, 2012 Foundation Place could not meet its repayment obligations to its bondholders and filed for creditor protection under CCAA (Companies Creditors Arrangement Act) in March 2012, whereby Ernst & Young Inc. was appointed as the Monitor A Plan of Arrangement was approved by the bondholders on April 14,2014 and implemented on September 23, 2014 and the Court granted a Sanction Order on May 9, 2014 The Plan of Arrangement included the following: The existing 6% bonds were exchanged for new Class A, non interest bearing bonds and new common shares. As a result, the bondholders hold 100% of the issued common shares and the shares prior to the implementation were cancelled. A new independent Board of Directors was appointed to replace the sole director, Ron Aitkens. The Lands were encumbered with an option in favour of Mylonas Enterprises Ltd. to purchase the main floor unit of any future building erected on the Lands, as well as assertions for fees owing pursuant to a project management agreement. A settlement was approved and this encumbrance was discharged.

6 Who Foundation Place is now PAGE 6 Simmons was approached in the spring of 2013 by a Foundation Place bondholder to see if there was any interest in the Lands On September 30 th, 2013 Simmons and Foundation Place entered into a letter of intent which involved the following: $200,000 investment in bond and share warrants Board membership Management services On September 23, 2014, the Simmons & Duckworth investment closed and management services were transferred to Simmons (the Manager ) Jay Simmons, Bruce Duckworth and a Simmons nominee were appointed to the Board of Directors Upon closing the Monitor advised that additional funds were required, therefore Simmons and Duckworth funded Foundation Place with $240,000, and Alberta Ltd (a subsidiary of the Monitor) advanced $225,000; leaving no working capital in the business Prior to closing, Simmons and Duckworth traced funds that were transferred out of the company, previously unsecured and written off by the Monitor, totaling $735,000. These funds were transferred to Foundation Place s former parent company, who lent the funds to another land development company. Foundation Place received a court order to have the receivable assigned back and with persistency, the Manager collected the funds in full plus interest, this provided for working capital

7 New Board of Directors PAGE 7 Jay Simmons (President & CEO) Mr. Simmons began his career at Deloitte & Touch where he earned a Chartered Accountant designation and focused on Insolvency and Corporate Restructuring in the Financial and Special Services Department. He went on to build his own private holding company, Simmons Financial Holdings Corp., a personal holding company that takes an active role in a portfolio of businesses that require either financial restructuring or patient and active capital to fund new ventures. Mr. Simmons sits on all the Board of his investment companies and often takes an active role in management. He serves as Chairman and CEO of Durum Properties Inc., a real estate holding company with a portfolio of 6 industrial properties under management as well as 330 acres of development land. Mr. Simmons serves as Director for many companies and is an ICD.D. Bruce Duckworth Mr. Duckworth is an entrepreneur and real estate investor. Prior to 2008 he started, developed and eventually sold a group of printing companies known as the Sheraton Group of Companies. His last sale being Digital Jungle Inc., which was sold at the end of Mr. Duckworth remained with Digital Jungle as an executive during 2008 and resigned at the end of that year to pursue other personal investments. Mr. Duckworth is now involved in many real estate investments and manages his holdings through Hunter Duckworth Holdings Ltd. Mr. Duckworth remains involved in his investments and serves as Director for Sheraton Holdings Ltd., Railside Capital Inc., Spruce Ridge Capital Inc. and Foundation Place Capital Inc. Mr. Duckworth also owns and operates an importing business, and serves as President and director for Hunter Duckworth Communications which services the Hotel industry and a variety of printing customers. Judy Rattanavong Ms. Rattanavong obtained her Bachelor of Commerce degree from the University of Saskatchewan, specializing in Finance and Human Resource Management. Ms. Rattanavong joined Simmons Financial Holdings Corporation (SFHC) in 2007 and is currently the Vice President of the organization. In her time with SFHC, she brings experience in private equity including startups and turn-arounds. Ms. Rattanavong also serves as the Vice President of many real estate holding companies including Durum Properties Inc., Flax Properties LP and Spruce Ridge Capital Inc. Ms. Rattanavong currently operates and manages over 13 properties including 1,250 acres of development land.

8 About the Lands PAGE 8 10,548 sqft on the SW corner of 1 st Street S.E. and 17 th Avenue S.E. (Downtown Calgary) Located close to amenities: Macleod Trail, 17 th Avenue, Elbow River Casino, Saddledome, Elbow River, LRT Station Outstanding location with high traffic Land Use Classification: C- COR2 (Commercial Corridor 2 District)

9 Objective, Constraints & Opportunities PAGE 9

10 Objective: Create Value for Shareholders PAGE 10 Time is Money (faster is better) Art of the Do-able What will the City of Calgary approve? What do the consumers want?

11 Constraints & Opportunities PAGE 11 In 2009, there was a plan approved by the City of Calgary for a 5-story mixed use development This plan was not executed as it was not economical to build a 5-story building on land of this size Constraints Lot size is small Opportunities Increase the floor area ratio to create density 17 th Avenue building height restrictions Increase the height as the property is located at the end of 17 th Avenue, and a busy intersection Parking Access to the property Close to LRT station and create options that do not require many parking stalls (i.e. car2go) City of Calgary cannot land lock a property by prohibiting proper access This is a difficult property to develop

12 Possible Timeline We can sell the property at any time PAGE 12 Potential Exit Potential Exit Sell or Seek Development Partner Fundraising, Planning & Submit Applications Develop, Market & Sell FINISH Seek City Approvals Finance & Begin Infrastructure Development Potential Exit

13 Summary PAGE 13 Foundation Place owns a well located piece of land in downtown Calgary We have a quality Board of Directors We have a dedicated and well aligned management team We have an execution plan to create value BUT This is a difficult property to develop

14 PAGE 14 Questions? Thank you