Partners REIT Announces Completion of Plan of Arrangement
Partners Real Estate Investment Trust (the "REIT" or "Partners") (TSX:PAR-UN.TO) and McCowan and Associates Ltd. ("MAA") today jointly announced the completion of the previously announced statutory plan of arrangement (the "Arrangement") pursuant to which, MAA acquired all of the outstanding units of the REIT (each, a "Unit"), except for the 9,229,704 Units (representing approximately 20.03% of the outstanding Units) held by MAA, for a price of $0.78 in cash per Unit (the "Arrangement Consideration").
In addition, pursuant to the terms of the Arrangement, each deferred unit of the REIT outstanding immediately prior to the effective time of the Arrangement (whether vested or unvested) was cancelled in exchange for a cash payment of $0.78 per deferred unit, less all applicable withholding and source deductions.
Unitholders who hold their Units in registered form will receive payment of the Arrangement Consideration following the deposit of their Unit certificate(s), DRS advices or the necessary confirmation of a book-entry transfer and other relevant documents with Computershare Investor Services Inc., the depositary for the Arrangement, in accordance with the instructions contained in the letter of transmittal previously sent to registered Unitholders. Any questions regarding payment of the Arrangement Consideration to registered holders of Units ("Unitholders"), including any request for an additional copy of the letter of transmittal, should be directed to the depositary via telephone at 1-800-564-6253. Non-registered Unitholders should contact their intermediaries, such as brokers, investment dealers, banks, trust companies, clearing agencies or other nominees, for instructions and assistance on how to receive the Arrangement Consideration for their Units.
With the completion of the Arrangement, the Units are expected to be delisted from the Toronto Stock Exchange. The REIT will also apply to cease to be a reporting issuer under applicable Canadian securities laws.
Certain statements included in this press release constitute "forward-looking information" (also known as forward-looking statements) within the meaning of applicable securities laws, including, but not limited to, those identified by the expressions "expect", "will", "believe" and similar expressions. Forward-looking information involves known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Some of the specific forward-looking statements in this press release include, but are not limited to, statements with respect to: the delisting of the Units from the Toronto Stock Exchange and the application by the REIT to cease to be a reporting issuer under applicable Canadian securities laws. Forward-looking information is based on a number of key expectations and assumptions made by the REIT and MAA. Although the forward-looking information contained in this press release is based on what the REIT's and MAA's management believes to be reasonable assumptions, the REIT and MAA cannot assure investors that actual results will be consistent with such information.
Forward-looking information involves significant risks and uncertainties and should not be read as guarantees of future performance or results as actual results may differ materially from those expressed or implied in such forward-looking information.
The forward-looking information contained herein represents the REIT's and MAA's expectations as of the date of this press release, and is subject to change after this date. Each of the REIT and MAA assume no obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable law.
McCowan and Associates Ltd.
158 Dunlop Street East, Unit 201
Barrie, ON M4M 1B1