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Plazacorp offer of $8.35 is superior to Huntingdons $8.00
FREDERICTON AND TORONTO, April 11, 2013 /CNW/ - Plazacorp Retail
Properties Ltd. (TSXV: PLZ) ("Plazacorp") and KEYreit (TSX: KRE.UN) ("KEYreit") today reiterate the superiority of Plazacorp's offer to acquire 100%
of the issued and outstanding trust units (the "Units") of KEYreit for $8.35 per Unit (the "Plazacorp Offer") over Huntingdon Capital Corp.'s ("Huntingdon") $8.00 per Unit offer (the "Huntingdon Amended 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, representing approximately 50% of the
consideration, 1.7041 Plazacorp shares per Unit or any combination
thereof, subject to proration. John Bitove, CEO of KEYreit and its
largest shareholder, has agreed to tender all of his Units
(approximately 16.3% of the outstanding Units) and announced yesterday
his intention to elect to receive all of his consideration in Plazacorp
shares. The result of this is that all other unitholders electing to
receive cash under the Plazacorp offer would be entitled to receive
approximately $5.00 in cash and 0.6862 of a Plazacorp Share per Unit,
representing approximately 60% cash consideration for the outstanding
Units. At Plazacorp's mid-day trading price of $4.74, and based on Mr.
Bitove electing for all Plazacorp shares, the resulting value per Unit
is approximately $8.24.
Additionally, the Plazacorp Offer will remain open for acceptance until
May 16, 2013. Until this time, KEYreit unitholders will receive an
incremental $0.05 per Unit by way of KEYreit's monthly distribution.
Unlike the Plazacorp Offer, the Huntingdon Amended Offer expires on
April 11, 2013 and, as such, would preclude KEYreit unitholders from
participating in KEYreit's distribution payable to unitholders of
record on April 30, 2013.
KEYreit reiterates to unitholders the superiority of the Plazacorp Offer
as compared to the Huntingdon Amended Offer, which Huntingdon announced
Monday (April 8, 2013) was their best and final offer. Unitholders should not tender to Huntingdon's Amended Offer and should withdraw Units that have already been tendered.
Full details of the Plazacorp Offer, including additional reasons to
accept the Plazacorp Offer, are included in the take-over bid circular,
which along with the Trustees' Circular are available on SEDAR at www.sedar.com.
Unitholders who have tendered Units to Huntingdon's Amended Offer and
who wish to obtain advice or assistance in withdrawing their Units are
urged to contact their broker or Kingsdale Shareholder Services Inc.,
the information agent retained by KEYreit, at 1-888-518-1562.
Alternatively, 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 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.