BARRIE, ONTARIO--(Marketwired - June 10, 2014) - Partners Real Estate Investment Trust (the "REIT" or "Partners") (TSX:PAR.UN) announced today that it has appointed two new independent Trustees to its Board.
Earlier today, Orange Capital, LLC ("Orange Capital) announced the names of five individuals that it would like to nominate for election to the Board of Trustees and stated that it will file a proxy circular. The Board of Trustees recommends that shareholders DO NOT vote using Orange Capital's proxy.
Appointment of New Independent Trustees
Consistent with its previously stated commitment to Board renewal, the REIT announced today that Stephen Dulmage and Dexter John have been appointed to the Board of Trustees, effective immediately. The new Trustees are independent of both the REIT and Orange Capital and bring strong qualifications and skills to the Board:
- Stephen Dulmage, B.A., C.A. - Mr. Dulmage brings over 40 years of experience in the Canadian investment industry from both an employee and a shareholder perspective. For 16 years, until 1988, he was the Chief Financial Officer of RBC Dominion Securities. Mr. Dulmage is currently a director of Orefinders Resources Inc. and Triumph Ventures II Corporation. He is also a past director of four other boards. He serves as the Chair of the Audit Committee of Orefinders Resources Inc. and was the past Chair of the Audit Committee for Xmet Inc. He holds a Bachelor of Arts degree and is a member of the Canadian Institute of Chartered Accountants, having earned his CA designation with Price Waterhouse. Mr. Dulmage will join our Audit Committee and will seek the vote of the Committee members to be the Chair of the Audit Committee.
- Dexter D. S. John, B. A., LL.B., ICD.D. - Mr. John is a Senior Vice President of CST Phoenix Advisors and among other responsibilities, manages its corporate governance services platform. He has over 15 years of experience in the capital markets and spent six years in structured finance where he executed over $4 billion in transactions including $1 billion in Commercial and Residential Mortgage Backed Securities. Mr. John previously served as Executive Vice President & General Counsel at a proxy services provider and as counsel at a top tier law firm. He serves as a director of Augustine Ventures Inc. and holds a Bachelor of Arts, a LL.B. designation and the ICD designation from the Institute of Corporate Directors. Mr. John will join the REIT's Governance Committee.
The new Trustees will stand for election at the upcoming AGM and full biographical information will be included in Partners' proxy circular. The REIT continues to interview prospective candidates to join its Board.
The Board of Trustees notes that Orange Capital announced the names of five individuals that it would like to nominate for election to the Board of Trustees and stated that it will file a proxy circular. The Board recommends that unitholders DO NOT vote using Orange Capital's proxy.
The REIT, like very many public companies, in both Canada and the U.S., has advance notice requirements if a unitholder wants to nominate trustees at a meeting. There are good reasons for these notice requirements, primarily, so the company and its owners have notice of a contest for control of the business. For whatever reason, Orange Capital has not complied with your REIT's advance notice requirements.
Accordingly, it is the REIT's position that Orange Capital is not entitled to nominate trustees at the July 15, 2014 annual unitholder meeting. We expect Orange Capital may challenge that position, but the REIT will defend it. These provisions of the REIT's Declaration of Trust, which governs all aspects of the REIT, have been in force for well over a year. Orange Capital and its advisors are aware of this and the fact that they have missed the deadline, yet they insist on continuing down a futile path and forcing unnecessary costs on the REIT and its unitholders.
Orange Capital's continued agitation is even more baffling given that, from its press release issued earlier today, it holds only 1,000 of the REIT's units. That represents an investment by a multi-million dollar US hedge fund of less than $5,000, and less than 1% of the REIT's outstanding units.
Partners will file and mail its proxy circular shortly that will include full information regarding its renewed Board, comprised of independent Trustees, along with a detailed history of Orange Capital's continued attempts to gain control of the REIT without providing a full and fair offer to all unitholders.
Board Reaffirms Recommendation that Unitholders Not Tender into the Orange Capital Offer
The Board of Trustees also continues to recommend that unitholders DO NOT tender to Orange Capital's $5.00 tender offer.
In the first place, it is very likely that people who tender will not be able to sell all of their units. The offer is capped at 10%, so if more units are tendered, everyone will be cut back pro rata. Unitholders that tender may end up selling only 70% or 50% or 30% (or whatever the number is) after the pro ration is done. The units are currently trading on the TSX just below $5.00. If a unitholder wants liquidity, please consider simply selling in the ordinary course in the market which will allow you to sell 100% rather than some pro rated number of your units.
Secondly, the offer has been deliberately and cleverly structured in an offensive way. Originally, it was massively coercive and unfair to unitholders. After complaints by the REIT and the intervention of regulators, Orange Capital "clarified" a few things. In fact, they substantially revised their offer to remove some of its more offensive attributes.
One serious issue, however, remains. Orange Capital is offering to buy only units with valid proxies attached. They know that they may not be able to buy all the units tendered because of the 10% cap and the likely need to pro rate units tendered. But, Orange Capital intends to vote all proxies tendered, not just the proxies attached to the units they purchase. In theory, if 50% or 60% of the units are tendered, Orange Capital would purchase 10%, but vote 50% or 60% of the units at the meeting. The Trustees of the REIT do not believe Orange Capital should be given control of the REIT after making a $5.00 offer for only 10%. In late 2013, they were offering to buy the 15% of the REIT owned by League Assets Corp. for $6.00 per unit. Their "Premium Tender Offer" might be seen as a "Deep Discount Offer for Those Not Paying Close Attention."
While Orange Capital has been forced to make material changes to its offer, the REIT's Trustees continue to believe that the offer is coercive and unattractive and recommends that unitholders DO NOT tender to the offer.
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.