On June 27, 2017,
the Company issued a press release announcing that its Board of Directors has determined that it is in the best interests of the
Company’s shareholders for the Company to dissolve, liquidate and distribute to shareholders its available assets. The press
release issued on June 27, 2017, is attached to this report as Exhibit 99.2.
The Company’s
dissolution was unanimously approved by the Board of Directors but is subject to shareholder approval. The Company intends to present
this proposal to its shareholders at a special meeting of shareholders at a time, date and location to be announced. The Company
will file prescribed proxy materials with the Securities and Exchange Commission (the “SEC”) in advance of that meeting.
If approved by the Company’s shareholders, the Company intends to file a notice of intent to dissolve with the Georgia Secretary
of State. After filing the notice of intent to dissolve, the Company will send or cause written notice of dissolution to be sent
to each known claimant against the Company and will publish a notice of intent to dissolve in accordance with the requirements
of Georgia law.
In connection with
the dissolution, the Company intends to make adequate provision for all of the Company’s existing and reasonably foreseeable
debts, liabilities and obligations. The Company will, following notice and, if any claims are untimely or rejected in whole or
part, the expiration of the deadline for filing suit by any claimant, distribute the remainder of any assets to its shareholders
according to their respective rights and interests.
As of today, following
the sale of the Highway 20 Property, the Company has approximately $19.8 million of cash and cash equivalents. While the Company
cannot determine with certainty the amount of liquidating distributions it will make to its shareholders, the Company expects to
distribute the remaining amount of such cash (which the Company expects to be substantial) after payment of all of its accrued
and anticipated operating expenses, including expenses associated with the dissolution, and to conduct an orderly wind down of
its operations. In order to assist the Company in preserving cash for future distributions to the Company’s shareholders,
the Company’s external manager, A-III Manager LLC (the “Manager”), has agreed, commencing June 27, 2017, and
subject to approval by the Company’s shareholders of the Plan of Dissolution that will be presented to the Company’s
shareholders for their approval at a special meeting of shareholders, to waive the management fees and certain expense reimbursements
that the Manager is entitled to receive from the Company under the management agreement between the Company and the Manager.
Important Additional
Information will be filed with the SEC
This current report
is not a solicitation of a proxy. In connection with the dissolution, the Company intends to file with the SEC a proxy statement
and other relevant materials. The Company’s shareholders are urged to read the proxy statement and the other relevant materials
when they become available because they will contain important information about the dissolution of the Company. Shareholders may
obtain a free copy of the proxy statement and the other relevant materials (when they become available), and any other documents
filed by the company with the SEC, at the SEC’s web site at http://www.sec.gov. In addition, the Company will make available
or mail a copy of the definitive proxy statement to shareholders of record on the record date when it becomes available. Shareholders
are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment
decision with respect to the dissolution of the Company.
Participants in
the Solicitation
The Company and its
directors, executive officers and certain other members of its management and employees may be deemed to be participants in the
solicitation of proxies from the Company’s shareholders in connection with the proposed dissolution. Certain information
regarding the interests of such directors and executive officers is included in the Company’s Annual Report on Form 10-K
filed with the SEC on March 9, 2017 and will be included in the proxy statement relating to the proposed dissolution when it becomes
available.
Cautionary Note
Regarding Forward-Looking Statements
This current report
contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995. These statements are based on the current expectations and beliefs of the Company and are subject to a number
of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
Such factors and uncertainties include, but are not limited to, the following: the NYSE MKT’s delisting proceedings; the
ability of the Company to obtain shareholder approval of the proposed dissolution; the Company’s ability to accurately estimate
the amounts required to pay all operating expenses, as well as other known, non-contingent liabilities through the dissolution
and winding up process; the Company’s ability to settle, make adequate provision for or otherwise resolve its liabilities
and obligations; the precise nature, amount and timing of any distributions to shareholders; the possibility that any distributions
to shareholders could be diminished or delayed by, among other things, claims and unexpected or greater than expected expenses;
and other statements contained in this current report regarding matters that are not historical facts. The Company undertakes no
obligation to update any forward-looking statement in this current report.