Partners Real Estate Investment Trust And Norrock Realty Finance Corporation Announce Receipt Of Interim Order For Plan Of Ar...
15 November 2011 - 8:34PM
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./ TORONTO, Nov. 16, 2011 /CNW/ - NorRock Realty Finance
Corporation ("NorRock") and Partners Real Estate Investment Trust
("Partners REIT") announced today that NorRock has obtained an
interim order of the Ontario Superior Court of Justice. The interim
order provides for, among other things, the holding of a special
meeting of holders of NorRock Preferred Shares, Series 1 and the
holders of NorRock Class A shares (collectively, the "NorRock
Shares") to approve the previously announced plan of
arrangement under the Business Corporations Act (Ontario) regarding
the sale of substantially all of the assets of NorRock, consisting
of cash, cash equivalents, mortgages and other assets, to Partners
REIT in exchange for the issuance of Partners REIT units, certain
rights to acquire Partners REIT units and cash. NorRock and
Partners REIT have posted on SEDAR at www.sedar.com the forms of
proxy, a joint management information circular in connection with
the special meetings of the holders of NorRock Shares (the "NorRock
Meeting") and Partners REIT units (the "Partners REIT Meeting") and
a first amendment to the acquisition agreement entered into between
NorRock and Partners, amending certain provisions of the plan of
arrangement. The NorRock Meeting will be held on December 15, 2011
at the offices of Bennett Jones LLP, Suite 3400, First Canadian
Place, 100 King Street West, Toronto, Ontario at 10:00 a.m.
(Toronto time) and the proxies and the joint management information
circular are expected be mailed to holders of NorRock Shares on or
about November 23, 2011. This meeting date has been changed from
the previously announced date of December 8, 2011 to December 15,
2011. The Partners REIT Meeting will be held on December 15, 2011
at the offices of McCarthy Tétrault LLP, Suite 5300, 66 Wellington
Street West, Toronto, Ontario at 11:00 a.m. (Toronto time) and the
proxies and the joint management information circular are expected
be mailed to holders of Partners REIT units on or about November
23, 2011. This meeting date has been changed from the previously
announced date of December 8, 2011 to December 15, 2011. The joint
management information circular describes, among other things, the
particulars of the previously announced proposed acquisition of
substantially all of the assets of NorRock by Partners REIT. At the
NorRock Meeting, NorRock will be seeking approval for the
transaction. At the Partners REIT Meeting, Partners REIT will be
seeking approval for the transaction, including the issuance of
units of Partners REIT units to NorRock. In addition, as previously
announced, Partners REIT will be seeking 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. Further details with regard to the background,
reasoning and impact of the proposed sale of the assets of NorRock
are contained in the joint management information circular dated
November 16, 2011, a copy of which, as discussed above, will 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 in connection with the proposed
transaction with NorRock; the fulfillment of conditions precedent
to closing the transaction and the successful completion of the
transaction with NorRock; our expectations regarding an increase in
funds available to Partners REIT as a result of the
acquisition of the assets of NorRock, our expectations regarding
the retention or sale of the mortgages and other assets acquired by
Partners REIT in connection with the transaction with NorRock; 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 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. The forward-looking statements
contained in this press release reflect our current views with
respect to future events and are also subject to certain other
risks and uncertainties and other risks detailed from time-to-time
in the REIT's ongoing filings with the securities regulatory
authorities, which filings can be found at www.sedar.com. Actual
results, events, and performance may differ materially from those
contemplated in the REIT's forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking
statements. The REIT undertakes no obligation to publicly update or
revise any forward-looking statements either as a result of new
information, future events or otherwise, except as required by
applicable securities laws. 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) 940-5500NorRock Realty Finance Corporation:
Jacqueline Boddaert, Chief Executive Officer (416) 479-9510 ext.
305
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