Partners REIT Comments on Proposed Amendment to Declaration of Trust
TORONTO, Nov. 23, 2018 (GLOBE NEWSWIRE) — Partners Real Estate Investment Trust (“Partners REIT” or the “REIT”) (TSX:PAR.UN) announced on October 24, 2018 that the Board of Trustees has called a special meeting of unitholders to consider, and if deemed appropriate, pass a special resolution to amend the REIT’s Declaration of Trust to delete references to a unitholder vote being required for a sale of all or substantially all the assets of the REIT or for a liquidation or wind-up of the REIT. As noted in the Information Circular provided to unitholders, such an amendment would provide the Board of Trustees with the authority to effect the sale of all or substantially all of the assets of the REIT and a possible liquidation or wind-up of the REIT without a requirement for a further vote of the unitholders.
In response to questions that have been put to the REIT, the following items are noted.
Although the effect of the proposed amendments to the Declaration of Trust is to provide the Board of Trustees with the authority to effect, without a further unitholder vote, a sale of all or substantially all of the assets of the REIT, there is no change to applicable securities or other laws that apply to the REIT. Multilateral Instrument 61-101, for example, which applies to public companies that enter into transactions with related parties, continues to apply. That rule requires independent valuations and votes by minority unitholders for significant transactions with insiders to which it applies, and the proposed amendment to the REIT’s Declaration of Trust has no impact on the rule.
The Board of Trustees has retained BMO Capital Markets to canvass the market in the Province of Quebec and to advise the Board what opportunities may be available to sell retail centres in that Province. BMO Capital Markets has not yet reported back to the Board and the possibilities range from selling all of the 11 properties in Quebec, or selling some properties, or not selling any properties at this time. The Board of Trustees is not in a position to speculate on whether a sale of properties is likely, or when such a sale might occur.
The only asset of the REIT currently under contract for sale is the Cornwall Shopping Centre. Having sold 10 of its 11 properties in Western Canada, the REIT is also considering the sale of its one remaining property in Manitoba. Other than that, there are no agreements, letters of intent or negotiations currently underway to sell any properties.
The Board has been advised that having the flexibility to sell assets without the delay and uncertainty of the possible need for a unitholder meeting (depending on whether the sale amounts to substantially all of the REIT’s assets), should help to maximize the value of those properties for the REIT. The Board agrees with that advice.
The current thinking of the Board is that a sale of the properties in Quebec may be in the best interests of the REIT if one or more attractive transactions can be secured. If that were to happen, the Board would consider another special cash distribution. In those circumstances, the Board would likely also consider a possible sale of either the REIT itself or its remaining properties as the costs of maintaining a public company become increasingly burdensome as the size of the business decreases.
The proposed amendment to the Declaration of Trust must be approved by 66 2/3% of the units voted at the unitholder meeting on December 10, 2018. The Board of Trustees of the REIT, made up of 5 independent trustees and the REIT’s CEO, have concluded that the proposed amendment to the Declaration of Trust is in the best interests of the REIT and unanimously recommend that unitholders vote for the special resolution. Three of the REIT’s largest unitholders, with an aggregate of 56.4% of the outstanding units, have agreed to vote in favour of the amendment.
As noted in the Information Circular, the effect of the proposed amendment to the Declaration of Trust is that the Board could agree to sell some or all of the properties of the REIT and then distribute the proceeds and wind-up the REIT without a further vote by the unitholders (except to the extent required by the applicable securities laws).
If substantially all the assets of the REIT are sold and the proceeds distributed, the REIT may no longer meet the criteria for a listing on the Toronto Stock Exchange and the units of the REIT could be delisted.
Ian Ross, the Chairman of the REIT, commented that he hopes to see as many unitholders as possible at the meeting and that unitholders should send in their Form of Proxy as directed in the Information Circular.
About Partners REIT
Partners REIT is a real estate investment trust that manages a portfolio of retail and mixed-use community and neighbourhood shopping centres located in both primary and secondary markets across Canada.
Certain statements included in this press release constitute forward-looking statements, including, but not limited to, those identified by the expressions “believe”, “expect”, “will” and similar expressions to the extent they relate to Partners REIT. 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 guaranteeing of future performance and, accordingly, readers are cautioned not to place undue reliance on such statements due to the inherent uncertainty therein.
FOR FURTHER INFORMATION PLEASE CONTACT:
Partners REIT Investor Relations
1 (844) 474-9620 ext. 401
Chief Executive Officer
(416) 855-3313 ext. 401