HLD Land Development Limited Partnership Units V.HLD.UN

Other Offers

[HLDpropmngr]

Hi JungleB, No, it is not the mandate of the Board to solicit offers, and they did not solicit this one. As a publicly listed company we are always advertised for sale. It's up to the buying public to make offers, not the board to solicit them. And don't forget the fact that board members served at our request to obtain and maintain our TSX listing, in return for only $500 per quarter to cover expenses, with no directors and officers insurance available. (Perhaps if the majority of Partners passed a resolution by a 2/3rds vote pre-agreeing on a specific sale price it may be possible to hire someone to search for other potential buyers. If anyone knows an individual or a group that may be interested in acquiring all the HLD assets, why not approach them yourself?) In this case, an unsolicited offer was presented. The lawyers explained how it must be dealt with. That led to the independent committee and the fairness opinion. Once the offer was deemed fair it had to be presented to the Partners for a vote. Initially everything had to remain confidential. Now that all the details are in the public domain, anyone can learn from them and perhaps choose to make another offer. The fairness opinion did not deal with the specifc value of the Partnership Units because it is possible they may have determined that value is lower than the offer. If such a conclusion was public the offer may have been reduced. That's why Capital West Partners was retained only to determe if the offer was "fair" to Unit Holders from a financial point of view. (An offer in excess of the specific present value is of course fair.) (As to specific property appraisals, it is not overly difficult to extrapolate current values by adding local rates of appreciation to older property appraisals and cross-verifying the results against current actual sale prices being acheived.) Last thought before heading to Edmonton: Contrary to some posts here we have only sold about 20% of the number of lots at Silver Spray, not 80%. There are still about 75 more lots that remain entirely unserviced. Best Regards, Michael

[JungleB]

Thanks Michael, You must understand that the “unsolicited offer” looks fishy to us, coming from two HLD insiders. It seems unfair and immoral to me that someone with that information would be so opportunistic. You say, “The lawyers explained how it (the unsolicited offer) must be dealt with”. Well that is no surprise to us, because it looks like this whole thing was cooked up on the