ERES Provides Update on Previously Disclosed Strategic Dispositions, Declares Special Distribution and Cessation of Monthly Distribution
TORONTO, Sept. 15, 2025 (GLOBE NEWSWIRE) — European Residential Real Estate Investment Trust (“ERES” or “the REIT”) (TSX:ERE.UN) announced today that, subject to the completion of standard notary procedures, it has closed on the previously announced disposition of entities owning 1,446 residential suites in the Netherlands for aggregate proceeds, net of an adjustment for deferred taxes and other adjustments, of approximately €336 million. ERES further announced that, in addition to having closed on the sale of its commercial property in Brussels, Belgium, it has also completed the previously disclosed disposition of its commercial property in Landshut, Germany, for aggregate gross proceeds of approximately €31 million (all together, the “Closed Dispositions”). Please refer to the REIT’s press releases dated April 2, 2025 and July 31, 2025 for additional details. All amounts disclosed herein exclude transaction costs and other customary adjustments.
Special Distribution
In connection with the Closed Dispositions, the Board of Trustees of the REIT (the “Board”) declared a special distribution to the holders (“Unitholders”) of the trust units of the REIT (“Units”) of €0.90 per Unit, payable in cash (the “Special Distribution”). The Special Distribution will be payable to Unitholders of record at the close of business on September 22, 2025 (the “Record Date”), with payment on September 25, 2025 (the “Payment Date”). A corresponding €0.90 per unit distribution has been declared on the exchangeable Class B LP units of ERES Limited Partnership (“Class B LP Units”), which will be payable to holders of record of the Class B LP Units on the Record Date and paid on the Payment Date. See “Due Bills” below for additional details regarding trading of Units and the Special Distribution.
The Euro-denominated Special Distribution will be paid in Canadian dollars based on the foreign exchange rate on the Payment Date (estimated C$1.46 per Unit based on the foreign exchange rate of 1.62 on September 12, 2025, applicable throughout this release). Registered Unitholders will be provided with an option to elect to receive the Special Distribution in Euros rather than Canadian dollars. If no such election is made, registered Unitholders will be paid the Special Distribution in Canadian dollars based on the above exchange rate mechanism. Beneficial Unitholders will not have an option to elect to receive the Special Distribution in Euros.
For Canadian income tax purposes, the Special Distribution will be partially comprised of a return of capital in the range of approximately 55-70%. The remainder of the Special Distribution is principally being made to distribute to Unitholders a portion of the net capital gains of ERES realized during the twelve-month period ending December 31, 2025, and will therefore be in the form of a capital gain in the range of approximately 30-40%, with the remainder comprising ordinary income in the range of approximately 0-5%. Taxable Canadian-resident Unitholders will generally be required to include their proportionate share of ERES’s net taxable gain and income, as allocated and designated by ERES, in computing their respective income for the tax year that includes the year end of ERES (i.e., December 31, 2025). Unitholders who are not resident in Canada for Canadian federal income tax purposes may be subject to applicable withholding taxes in connection with the payment of the Special Distribution. ERES cautions that the foregoing comments are not intended to be, and should not be construed as, legal or tax advice to any Unitholder. ERES recommends that Unitholders consult their own tax advisors regarding the income tax consequences to them of this anticipated Special Distribution.
Due Bills
The Toronto Stock Exchange (the “TSX”) has determined to implement its “due bill” trading procedures with respect to the Special Distribution. Due bills attach to the underlying listed securities between the Record Date and the Payment Date, allowing the underlying listed securities to carry the value of the Special Distribution until it is paid. When due bills are used, the ex-distribution date (the “Ex-Distribution Date”) is deferred to the first trading day after the Payment Date.
As stated above, the Record Date will be September 22, 2025, and the Payment Date will be September 25, 2025. The Ex-Distribution Date will be September 26, 2025.
Due bills will attach to the Units from the opening of business on the Record Date. This means that Unitholders will receive the Special Distribution payment, provided they hold the applicable Units at close of business on the Payment Date. The Units will commence trading on an ex-distribution basis from the open of business on the Ex-Distribution Date, as of which date purchasers of the Units will no longer have an attaching entitlement to payment of the Special Distribution. Unitholders entitled to be paid the Special Distribution owing on the due bills will receive that payment when the due bills are redeemed, which is expected to occur on, or in the days following, the Payment Date.
Pro Forma
The following table sets out consolidated financial metrics of the REIT as of the date of the latest interim financial statements, and after adjusting for the estimated effect of the Closed Dispositions, payment of the Special Distribution and corresponding special distribution to the holders of Class B LP Units, and completion of the previously announced disposition of one 110-suite property in Rotterdam, the Netherlands, expected to close by the end of September 2025.
June 30, 2025 | Pro Forma1 | |
Total residential suite count | 2,592 | 1,036 |
Total portfolio IFRS fair value | €0.71 billion | €0.31 billion |
Mortgage debt principal balance | €0.25 billion | €0.10 billion |
Mortgage debt weighted average effective interest rate | 2.5% | 2.9% |
Mortgage debt weighted average term to maturity | 2.4 years | 2.2 years |
Amounts outstanding on the revolving credit facility | €0.01 billion | Nil |
Ratio of adjusted debt to gross book value | 36% | 30-32% |
Total portfolio deferred income tax liability2 | €0.01 billion | €0.00 billion |
- Remaining portfolio comprised of: (i) Havendijk, Schiedam (88 suites); (ii) De Kameleon, Amsterdam (222 suites and 106,358 square feet of gross leasable retail space); (iii) The Mill, Rotterdam (84 suites); (iv) De Horizon, Amsterdam (33 suites); (v) Generaal, Rijswijk (163 suites); (vi) Groningensingel, Arnhem (201 suites); (vii) Casimir, Roermond (37 suites); (viii) Nassauflat, Valkenburg (88 suites); and (ix) Chopinlaan, Doorswerth (120 suites) (collectively, the “Remaining Portfolio”).
- Excludes €0.01 billion of potential income tax liability which could be triggered upon the disposal of specific assets.
Sale Process
ERES is continuing to work with its financial and real estate advisors in connection with the sale process for the Remaining Portfolio. Buyer interest across the Remaining Portfolio remains active and the REIT is continuing to explore several potential alternatives following receipt of non-binding proposals, including i) additional asset dispositions; and/or ii) a larger portfolio disposition. The REIT anticipates pursuing several individual asset dispositions in the near-term, which continue to represent an attractive value proposition, as the REIT continues to advance certain structural and outstanding tax items, including the previously disclosed reassessment of certain subsidiaries by the Dutch Tax Authority.
The REIT will announce further updates regarding or arising from the sale process at a later date. There can be no assurance that the sale process will result in the successful completion of the sale of any portion of the Remaining Portfolio or that any such sales will be completed at, or above, previously reported IFRS fair value. It is anticipated that the proceeds of any such sales will be distributed to Unitholders after deducting transaction costs, taxes, wind-up costs and other expenses (which could be significant).
Cessation of Monthly Distribution
As previously announced, given the disposition of approximately two-thirds of the REIT’s portfolio since the start of the year along with the ongoing sale process for the Remaining Portfolio, the Board has approved the cessation of ERES’s regular monthly cash distributions. The REIT has made the decision in line with its commitment to maximize returns for Unitholders, with a view to executing on this objective through its value-surfacing disposition strategy and prudent financial management. The final regular monthly distribution is payable to holders of the Units and Class B LP Units of record at the close of business on August 29, 2025 in the amount of C$0.00809 per Unit and Class B LP Unit, with payment expected today.
ABOUT ERES
ERES is an unincorporated, open-ended real estate investment trust. ERES’s Units are listed on the TSX under the symbol ERE.UN. ERES is Canada’s only European-focused multi-residential REIT, with a current portfolio of high-quality, multi-residential real estate properties in the Netherlands. As at June 30, 2025, ERES owned 2,592 residential suites, including 1,556 suites classified as assets held for sale, and ancillary retail space located in the Netherlands, and owned one commercial property in Germany and one commercial property in Belgium, with a total fair value of approximately €709.8 million, including approximately €366.0 million of assets held for sale. For more information about ERES, its business and its investment highlights, please visit our website at www.eresreit.com and our public disclosure which can be found under our profile on SEDAR+ at www.sedarplus.ca.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
Certain statements contained in this press release constitute forward-looking information, future-oriented financial information, or financial outlooks (collectively, “forward-looking information”) within the meaning of applicable Canadian securities laws, which reflect ERES’s current expectations and projections about future results. Forward-looking information generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “expect”, “intent”, “estimate”, “anticipate”, “believe”, “consider”, “should”, “plans”, “predict”, “estimate”, “forward”, “potential”, “could”, “likely”, “approximately”, “scheduled”, “forecast”, “variation” or “continue”, or similar expressions suggesting future outcomes or events. The forward-looking information in this press release relates only to events or information as of the date on which the statements are made in this press release. Actual results and developments may differ, and may differ materially, from those expressed or implied by the forward-looking information contained in this press release. Any number of factors could cause actual results to differ materially from this forward-looking information. Although ERES believes that the expectations reflected in forward-looking information are reasonable, it can give no assurances that the expectations of any forward-looking information will prove to be correct. Such forward-looking information is based on a number of assumptions that may prove to be incorrect, including with regards to the Special Distribution, including the estimated per Unit amounts of return of capital, capital gain and ordinary income, the use of due bills and timing of payment, the expected completion and timing of the pending disposition in Rotterdam, the sale process and the timing of payment of the final monthly distribution. Accordingly, readers should not place undue reliance on forward-looking information.
Forward-looking information in this press release is subject to certain risks and uncertainties, many of which are beyond ERES’s control, which could result in actual results differing materially from this forward-looking information. These risks and uncertainties include, but are not limited to, the risks and uncertainties described under the heading “Risks and Uncertainties” in ERES’s 2024 Annual Report and under the heading “Risk Factors” in ERES’s Annual Information Form for the year ended December 31, 2024, each of which is available under ERES’s profile on SEDAR+ at www.sedarplus.ca.
Except as specifically required by applicable Canadian securities laws, ERES does not undertake any obligation to update or revise publicly any forward-looking information, whether as a result of new information, future events or otherwise, after the date on which the information is provided or to reflect the occurrence of unanticipated events. This forward-looking information should not be relied upon as representing ERES’s views as of any date subsequent to the date of this press release.
The purpose of disclosing any future-oriented financial information or financial outlooks within the meaning of Canadian securities laws in this press release is to provide investors with more information concerning the expected financial impact on ERES of the transactions described in this press release. Readers are cautioned that such information may not be appropriate for other purposes.
For more information, please contact:
ERES Dr. Gina Parvaneh Cody Chair of the Board of Trustees (437) 219-1765 | ERES Mr. Mark Kenney Chief Executive Officer (416) 861-9404 | ERES Ms. Jenny Chou Chief Financial Officer (416) 354-0188 |