BARRIE, ONTARIO--(Marketwired - May 29, 2014) - Partners Real Estate Investment Trust (the "REIT", or "Partners") (TSX:PAR.UN) today announced that following discussions with the Toronto Stock Exchange the REIT will postpone its annual unitholder meeting from June 26 to July 15, 2014. The postponement will allow more time for details surrounding the unwinding of the April 2014 transaction with Holyrood Properties to be provided. As previously announced, the record date for unitholders to be eligible to vote their units at the meeting remains May 16, 2014.
Preliminary Response to Orange Capital's Attempt to Secure Control of the REIT
The REIT is aware that Orange Capital, a US hedge fund, issued a press release yesterday saying that it intends to propose its own slate of trustees at the annual unitholder meeting and to make an offer to buy 10% of the REIT. The trustees of Partners recommend unitholders take no action with respect to the Orange Capital offer, and urge unitholders to consider the following points:
- Orange Capital's offer requires that unitholders who tender to the bid appoint Orange Capital as their nominee and proxy for all deposited units, even though Orange Capital may not ultimately take up or pay for all of the units tendered to its offer. This is a "bait and switch" tactic aimed at securing control of the REIT without paying for it. Unitholders should not put themselves in a position where they could lose their voting rights without receiving anything in return. If Orange Capital wants control of the REIT, they should make a fair offer to buy it.
- Unitholders who desire liquidity should consider simply selling in the market in the ordinary course rather than depositing all of their units into an offer where the result of pro-ration may be that they give up their voting rights yet succeed in selling substantially less than the number of units tendered.
- In December 2013, Orange Capital offered $6.00 to buy 15% of the REIT. Currently, estimates of the net asset value of the REIT's units, by both management and independent professional analysts that follow the REIT, are well above $6.00 per unit.
- Partners has offered Orange Capital representation on its Board of Trustees, and they have refused. One might fairly ask Orange Capital why they expect to nominate 100% of the REIT trustees when they may own 10% of the outstanding units (we note that Orange Capital continues to decline to disclose whether they actually currently own any units of the REIT).
- Partners recently announced that it had retained National Bank Financial to conduct a review of alternatives available to the REIT. That process is in its early stages and Orange Capital's latest announcements may be viewed as an effort to derail that process. The trustees understand how that may be in the best interests of Orange Capital, but they do not consider it to be in the best interests of the REIT or its unitholders.
Update on Discussions with Holyrood and Appointment of New Trustees
Partners is engaged in constructive discussions with Holyrood regarding the unwinding of the April 2014 Holyrood transaction. While there can be no assurance these discussions will result in an agreement to unwind, and while we are not currently able to provide details, we intend to provide a further update as soon as possible and before the annual unitholders meeting.
Partners intends to nominate several new independent trustees to be elected at the annual unitholders meeting. Details will follow in the REIT's proxy materials which will be mailed to unitholders shortly.
About Partners REIT
Partners REIT is a growth-oriented real estate investment trust, which currently owns (directly or indirectly) 42 retail properties, well located in British Columbia, Alberta, Manitoba, Ontario, and Quebec, aggregating approximately 3.2 million square feet of leasable space. Partners REIT focuses on expanding and managing a portfolio of retail and mixed-use community and neighbourhood shopping centres located in both primary and secondary markets across Canada.
Disclaimer
Certain statements included in this press release constitute forward-looking statements. The forward-looking statements are not historical facts but reflect Partners REIT's current expectations regarding future results or events. These forward looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Although Partners REIT believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, readers are cautioned not to place undue reliance on such statements due to the inherent uncertainty therein.