Partners Real Estate Investment Trust announces proposed unit consolidation
08 November 2011 - 6:43AM
PR Newswire (Canada)
/Not for distribution to U.S. Newswire Services or for
dissemination in the United States. Any failure to comply
with this restriction may constitute a violation of U.S. Securities
Laws./ VICTORIA, BC, Nov. 8, 2011 /CNW/ - Partners Real Estate
Investment Trust ("Partners REIT") announced today that the
trustees of Partners REIT have resolved to seek unitholder approval
for a consolidation of its units on a one for four basis. If
approved, the holders of Partners REIT units will receive one
post-consolidation unit for every four units held by them as of the
record date for such consolidation. The exercise price and number
of units of Partners REIT issuable upon the exercise of outstanding
options, warrants and convertible debentures will be proportionally
adjusted upon the implementation of the proposed unit
consolidation. The board of trustees of Partners REIT considers it
advisable to consolidate units of Partners REIT in order to
facilitate the transaction with the announced transaction between
Partners REIT and NorRock Realty Finance Corporation ("NorRock"),
and to enhance the liquidity for existing and potential unitholders
which will assist Partners REIT in raising additional funds for
further acquisitions. This consolidation of Partners REIT
units is conditional upon the transaction with NorRock closing.
Unitholder approval for this consolidation will be sought at the
same meeting at which unitholders of Partners REIT will be asked to
consider and approve the announced transaction between Partners
REIT and NorRock. The consolidation is also subject to
receipt of approval of the TSX Venture Exchange. If the transaction
with NorRock closes, it is expected that the consolidation will
occur thereafter. As a result, the unit consolidation will
not affect the number of units that Partners REIT will issue to
NorRock for its assets, nor the subsequent distribution of those
units by NorRock to the holders of NorRock's Class A Shares and
Preferred Shares. Approval of the proposed consolidation would,
subject to approval of the TSX Venture Exchange, allow the trustees
of Partners REIT to implement the proposed consolidation at any
time prior to the next meeting of unitholders of Partners REIT
without any further action on the part of its unitholders.
The trustees currently anticipate that the proposed unit
consolidation will become effective as soon as practicable
following the closing of the transaction with NorRock. Notice
of the date upon which the consolidation will become effective will
be made public in advance of such date. Further details with regard
to the background, reasoning and impact of the proposed acquisition
of the assets of NorRock and the proposed unit consolidation are
contained in Partners REIT's management information circular to be
mailed to unitholders in connection with the proposed special
meeting of unitholders to approve the transactions with NorRock
which is expected to be mailed to unitholders during the week of
November 14, 2011, a copy of which will also be available
electronically at www.sedar.com. Forward-looking Statements Certain
statements included in this press release constitute
forward-looking statements, including, but not limited to, those
identified by the expressions "believe", "expect," "will",
"offers the opportunity", "intend, "look forward" and similar
expressions to the extent they relate to Partners REIT and NorRock.
The forward-looking statements are not historical facts but reflect
Partners REIT's and NorRock'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, including
unitholder approval of the proposed consolidation, our ability to
obtain court, regulatory, securityholder and other approvals; the
fulfillment of conditions precedent to closing the transaction and
the successful completion of the transaction; our expectations
regarding an increase in funds available to Partners REIT as
a result of the acquisition, our expectations regarding the
retention or sale of the mortgages and other assets acquired by
Partners REIT in connection with the transaction; our expectations
regarding an additional payment to the holders of NorRock Class A
shares and stock appreciation rights after the closing of the
transaction; Partners REIT's intention to continue to grow
and diversify its portfolio, intended acquisitions and general
economic and industry conditions. Although each of Partners REIT
and NorRock 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. Neither
the TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this
release. Partners REIT CONTACT: Partners REIT:Patrick Miniutti,
President and Chief Operating Officer (250) 940-5500
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