FREDERICTON, NB and TORONTO, ON, April 10, 2013 /CNW/ - Plazacorp Retail
Properties Ltd. (TSXV: PLZ) ("Plazacorp") announced today that it has filed its take-over bid circular (the
"Plazacorp Circular") in connection with the previously announced
friendly offer to acquire 100% of the issued and outstanding trust
units (the "Units") of KEYreit (TSX: KRE.UN) ("KEYreit") for $8.35 per Unit (the "Plazacorp Offer"). Under the Plazacorp Offer, KEYreit unitholders will have the option
to tender their Units for either $8.35 per Unit in cash, subject to a maximum aggregate cash amount of
approximately $62.1 million, 1.7041 common shares of Plazacorp ("Plazacorp Shares") per Unit or any combination thereof, subject to proration.
KEYreit has also filed its trustees' circular (the "Trustees' Circular"), in which the KEYreit Board unanimously recommends that KEYreit
unitholders reject the Huntingdon offer, accept the Plazacorp Offer and
tender their Units to the Plazacorp Offer. The Trustees' Circular is
being mailed to unitholders today together with the Plazacorp Circular.
As described in the Plazacorp Circular, the Plazacorp Offer expires at
8:00pm (Toronto time) on May 16, 2013, unless otherwise extended or
withdrawn.
The Plazacorp Offer represents a premium of approximately 35% to the
closing price of the Units on the Toronto Stock Exchange ("TSX") on
January 28, 2013, the last trading day before Huntingdon Capital Corp.
("Huntingdon") announced its intention to make an unsolicited partial
offer for Units. The Plazacorp Offer is also a significantly more
attractive offer than Huntingdon's unsolicited amended offer of $8.00
per Unit.
All of KEYreit's trustees and officers have indicated an intention to
tender their Units to the Plazacorp Offer, including John Bitove, CEO
of KEYreit, who beneficially owns or controls approximately 16.3% of
the issued and outstanding Units. In addition, Mr. Bitove has advised
that he intends to elect to receive the consideration for his Units
tendered under the Plazacorp Offer solely in Plazacorp Shares. As a
result of this, more cash will be available to other KEYreit
unitholders under the Plazacorp Offer. Assuming that all other
unitholders elect to tender to the cash alternative under the Plazacorp
Offer, unitholders would effectively be entitled to receive
approximately $5.00 in cash and 0.6862 of a Plazacorp Share,
representing approximately 60% cash consideration for the outstanding
Units. Based on the closing price of the Plazacorp Shares on April 9,
2013 of $4.65, and assuming full proration, this implies an $8.18 per
Unit value for KEYreit unitholders under the Plazacorp Offer.
Full details of the Plazacorp Offer are included in the take-over bid
circular, which along with the Trustees' Circular, has been filed on
SEDAR and will be available at www.sedar.com.
KEYreit has retained Kingsdale Shareholder Services Inc. ("Kingsdale") as information agent. Kingsdale can be contacted by holders of Units
at 1-888-518-1562 for (i) requests or further information, (ii) advice
or assistance in withdrawing their Units from the Huntingdon offer, or
(iii) assistance in tendering Units to the Plazacorp Offer. Unitholders
who have tendered their Units to Huntingdon by submitting a Letter of
Transmittal to Huntingdon can withdraw their Units before they have
been taken up by Huntingdon by contacting their broker or by sending a
written notice of withdrawal to the Canadian Stock Transfer Company
Inc. at its office in Toronto, Ontario specified in Huntingdon's Letter
of Transmittal.
ABOUT PLAZACORP
Plazacorp is a mutual fund corporation and is one of Atlantic Canada's
leading retail property owners and developers. Plazacorp's current
portfolio includes interests in 119 properties totaling 5.2 million
square feet and additional lands held for development. Plazacorp's
properties include a mix of strip plazas, stand-alone small box retail
outlets and enclosed shopping centres anchored by approximately 90%
national tenants including Shoppers Drug Mart, Dollarama, Staples,
Mark's Work Warehouse, Sobeys, and others. Our top ten tenants
contribute just over 53% of total rent. Plazacorp is fully
internalized, therefore providing shareholders directly with the
synergies that come with an internalized management
structure. Plazacorp has proven its strong "value-add" capabilities to
develop, redevelop and acquire retail real estate throughout Atlantic
Canada, Quebec and Ontario. Plazacorp has a strong track record of
generating growth in distributions, having increased its distributions
at least once every year in the last 10 years. As a result of its
capabilities, its performance and its ability to increase dividends,
Plazacorp's share price has also increased significantly since
inception.
More information about Plazacorp can be found on our website at www.plaza.ca or at www.sedar.com.
ABOUT KEYreit
KEYreit (TSX: KRE.UN) is Canada's premier small-box retail property
owner with 225 properties in nine provinces across Canada. KEYreit's
properties are well located and geographically diverse across Canada
with the majority of all properties containing long-term quadruple net
leases.
To find out more about KEYreit (TSX: KRE.UN), visit our website at www.keyreit.com.
CAUTIONARY STATEMENTS REGARDING FORWARD LOOKING INFORMATION
This news release contains forward looking statements relating to our
operations and the environment in which we operate, which are based on
our expectations, estimates, forecasts and projections. These
statements are not future guarantees of future performance and involve
risks and uncertainties that are difficult to control or predict.
Therefore, actual outcomes and results may differ materially from those
expressed in these forward looking statements. Readers, therefore,
should not place undue reliance on any such forward looking statements.
Further, a forward looking statement speaks only as of the date on
which such statement is made. We undertake no obligation to publicly
update any such statement, to reflect new information or the occurrence
of future events or circumstances, except for forward-looking
information disclosed in prior disclosures which, in light of
intervening events, requires further explanation to avoid being
misleading.
Neither the TSXV nor its Regulation Services Provider (as that term is
defined in policies of the TSXV) accepts responsibility for the
adequacy or accuracy of this release.
SOURCE: PLAZACORP RETAIL PROPERTIES LTD.