BTB REIT - Sharing of Potentially Material Non-Public Info The demand letter I discussed earlier that I received from Michel Leonard (ML), BTB REIT CEO, through his lawyer Normand Laurendeau (NL) from RSS (the 'Letter') on April 18, 2024 may be considered to contain material information as far as public Canadian securities markets are concerned for BTB REIT's units, and I want to be as cautious as possible on such matters.
For the avoidance of doubt, I wish to inform all readers of this thread that I have pro-actively and pre-emptively taken myself over the proverbial 'wall', and while I have not in any case traded in BTB REIT securities for a while, I have not done so since receipt of the Letter and do not intend to do so until advised otherwise by counsel. I realize this situation is quite novel, I myself have been involved in shareholder activism files in the past, but this is the first time I have been the target of communications like the Letter.
Considering the absence of any confidentiality preamble within the Letter itself or even in the email accompanying it from NL, I see no problem sharing the Letter with you (see below - the sole redaction is my personal address), so that you may make your own conclusions especially since it could ensure that any material non-public information within it is quickly disseminated.
The Letter was sent as you will find it, in the French language, I have taken the liberty of providing a translation/explanation of the main salient conclusions that can be drawn from it below, but please note that I do not claim that my summary perfectly/faithfully captures the original. Furthermore, please note that besides its defamatory tone and content towards me, the Letter contains in my view (too) many factual inaccuracies, which I urge you to consider and independently verify.
The conference call for BTB's Q1-24 results is scheduled for Tuesday May 7th, 2024 at 9am, ET. As far as I know, despite my significant ownership in BTB, I will not be able to ask management any questions on that call, only the copied analysts have this ability. It appears that BTB's Board of trustees does not respect my ownership enough to even confirm receipt of my unitholder proposals, so you can imagine how easy it is for me to engage with it and this conference call therefore is really one of the few opportunities to get BTB's management/Board comments/views on these happenings, before the AGM, where votes will typically mostly already have been cast anyway.
Thanks in advance for your help in communicating with the sellside analysts covering BTB REIT to emphasize how helpful it would be for them to ask relevant questions to BTB REIT management on that call.
Here are their details:
My February 26th, 2024 letter to Lucie Ducharme, president of the Governance and Human Resource committee of BTB was indeed received by her and BTB on February 28th, 2024, as per Canada Post records, despite BTB refusing to acknowledge its receipt since then. For reference, more than 50 days have passed since Lucie Ducharme received that letter.
"Puis, le 26 fevrier 2024, vous avez transmis a Mme Lucie Ducharme, presidente du comite de gouvernance et des ressources humaines de BTB, cinq propositions que vous voulez soumettre aux fiduciaires lors de l’assemblee generale annuelle de BTB, lesquelles sont tendancieuses et visent toutes directement ou indirectement M. Leonard."
Despite not stating how and/or why they are defective, inacceptable or unpresentable to BTB unitholders for a vote, ML is threatening me with legal action, including damages should I continue my "actions". These "actions" are not specifically defined, but based on NL/ML, it appears they would include my efforts to put the Proposals up for a vote of BTB unitholders at the upcoming AGM. Note that ML and NL do not seem to question the fact that I own 40,000 units of BTB, but they seem to believe that for various unspecified reasons, that is irrelevant to the current situation.
"Voyant que votre nombre d’actions etait insuffisant pour faire quoi que ce soit, vous avez procede a l’achat de 40 000 parts de BTB dans le seul but de pouvoir agir contre M. Leonard."
...
"Ces actions doivent cesser immediatement et nous n’hesiterons pas a instituer toutes procedures judiciaires appropriees afin qu’elles cessent. A defaut, nos instructions sont de nous adresser a la cour pour mettre fin a vos actions et de vous reclamer tous les dommages et interets que notre client a subis et pourrait subir dans l’avenir, sans autre avis ni delais."
Conclusion 3-
Despite my repeated written and verbal explanations to courts (and NL), and the intervention of at least one Quebec Superior Court judge to further clarify this notion to NL's team at RSS, ML/NL still do not understand or refuse to acknowledge the fact that investors refer to 'going long and short' a particular stock or investment not in the sense that NL understands it (and publicly understands it as per Court transcripts and the Letter) as having interest in a stock over the 'long or short' term. The real implication in my comment from last year that I did not (and do not) intend to bet against BTB's units therefore continues to fall on deaf ears.
"A ce stade-ci, il est important de revenir a votre courriel du 15 juin 2023 dans lequel vous declarez spontanement:
« I must confess that I never looked at BTB and frankly never will, neither on the long or short side, I just don’t do real estate, ... »
Malgre ce desinteret publiquement confesse, vous avez achete quelques parts de BTB dans le but de presenter une proposition a ses fiduciaires lors de son assemblee generale annuelle."
Conclusion 4-
ML considers that I am a coward for not accepting BTB's chairman's offer to meet with them in person last year, (fyi: I did accept to meet Mr. Proteau but only to discuss the Expos). It therefore appears that the ca. 17 years of public reports of BTB, while ML was its CEO and Mr. Proteau, its chairman, would not be sufficient for a serious investor to make all relevant conclusions about ML's abilities or lack thereof, and the urgent corporate governance needs of BTB. ML/NL do not clarify in the Letter who would have foot the bill of any dinner/event/etc held between ML and/or Mr. Proteau and me to discuss the unspecified matters in the famous meeting I declined (unless it focused on the Expos).
"Vous avez eu l’occasion de discuter de vos pretentions avec M. Leonard lorsque Jocelyn Proteau vous a offert d’organiser une rencontre avec lui a laquelle M. Leonard se serait ensuite joint. Vous avez refuse lachement cette honnete proposition preferant bien mieux continuer a deverser votre fiel."
Full letter Below: