Allied Hotel Properties Inc. Shareholders Approve Plan of Arrangement With Allied Holdings Ltd.

VANCOUVER, British Columbia, Dec. 15, 2021 (GLOBE NEWSWIRE) — Allied Hotel Properties Inc. (TSX-V: AHP) (the “Company” or “Allied”) is pleased to announce the voting results from Monday’s special meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares of the Company (the “Shares”). At the Meeting, the Shareholders were asked to consider and, if deemed advisable, pass a special resolution (the “Arrangement Resolution”) approving a statutory plan of arrangement with Allied Holdings Ltd. (“Allied Holdings”) pursuant to Part 9, Division 5 of the Business Corporations Act (British Columbia) (the “Arrangement”). Pursuant to the Arrangement, the Company will redeem all of the issued and outstanding Shares (other than those Shares currently owned by Allied Holdings) (the “Minority Shares”) by paying $0.28 in cash for each Minority Share (the “Consideration”).

To be effective, the Arrangement Resolution required the approval of at least: (i) two-thirds (66⅔%) of the votes cast by the Shareholders (including Allied Holdings) at the Meeting in person or represented by proxy; and (ii) a simple majority of votes cast by holders of Minority Shares (“Minority Shareholders”) (other than those excluded for the purpose of such vote under the terms of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), present at the meeting in person or represented by proxy.

The Arrangement was approved by 99.99% of the votes cast by Shareholders and 99.96% of the votes cast by Minority Shareholders excluding the votes cast in respect of Shares held by the Shareholders required to be excluded pursuant MI 61-101.

The Supreme Court of British Columbia (the “Court”) hearing for the final order to approve the Arrangement is expected to occur on December 16, 2021 and closing of the Arrangement is expected to occur on December 20, 2021, subject to final approval by the Court.

About Allied Hotel Properties Inc.

Allied is involved in the ownership, management and development of hotels and real estate in Canada, having a history of real estate development particularly where such development can be undertaken on hotel lands. On January 6, 2020 the Company completed the sale of all or substantially all of the assets of the Company. Interested parties can find further information at www.alliedhotels.com.

On behalf of the Board of Directors:

(signed) Michael F. Chan

Michael F. Chan
President, Chief Financial Officer, Secretary and Director

For more information please contact:
Allied Hotel Properties Inc.
Tel: 604-669-5335
Fax: 604-682-8131
e-mail: mikechan@alliedhotels.com

Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This release may contain “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities legislation. All information contained herein that is not historical in nature may constitute forward-looking information. Often, but not always, forward-looking statements can be identified by the use of words such as “will” and “expected” or variations of such words and phrases. Forward-looking statements herein include, but are not limited to, statements regarding Court granting the final order to approve the Arrangement, and the expected timing for the closing of that Arrangement. Such statements are based on management’s current expectations and assumptions. Those expectations and assumptions are currently considered reasonable by management but are inherently subject to business, market and economic risks, uncertainties, and contingencies which may cause the actual results, performance, or achievements of Allied to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.

These forward-looking statements are based on management’s current expectations and beliefs but given the uncertainties, assumptions and risks, readers are cautioned not to place undue reliance on such forward-looking statements or information. The Company disclaims any obligation to update, or to publicly announce, any such statements, events or developments except as required by law. Risk factors include, among others: the risk that the Court will not grant the final order to approve the Arrangement, the risk that the Arrangement may not close on a timely basis, the risk that the Arrangement Agreement may be terminated, the risk that all conditions precedent to the closing of the Arrangement may not be satisfied and the risk that Allied will incur costs.

For additional information on these risks and uncertainties, see Allied’s most recently filed Annual MD&A (“MD&A”) and interim MD&A (“Interim MD&A”), which are available on SEDAR at www.sedar.com. The risk factors identified in the MD&A and Interim MD&A are not intended to represent a complete list of factors that could affect Allied. Accordingly, readers should not place undue reliance on forward-looking statements. Allied does not assume any obligation to update the forward-looking information contained in this press release, unless required by law.