Partners REIT Unitholders Approve Plan of Arrangement with McCowan and Associates Ltd.
TORONTO, Dec. 05, 2019 (GLOBE NEWSWIRE) — Partners Real Estate Investment Trust (the “REIT” or “Partners”) (TSX: PAR.UN) announced today that the plan of arrangement pursuant to which McCowan and Associates Ltd. (“MAA”) will, among other things, acquire 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”) was approved by its holders of Units (“Unitholders”) at a special meeting of Unitholders held on December 5, 2019 (the “Meeting”).
The Arrangement required approval by the affirmative vote of: (i) at least two-thirds of the votes cast by Unitholders; and (ii) at least a majority of the votes cast by Unitholders excluding those Unitholders whose votes were required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), being all Unitholders other than MAA and certain of its related parties, in each case present in person or represented by proxy at the Meeting.Of the votes cast at the Meeting with respect to the Arrangement, a total of 35,688,969 Units were voted in favour of the Arrangement, representing approximately 97.14% of the votes cast on the special resolution approving the Arrangement. In addition, a total of 26,459,265 Units, representing approximately 96.19% of the votes cast on the special resolution approving the Arrangement, excluding those Unitholders whose votes were required to be excluded pursuant to MI 61-101, were voted in favour of the Arrangement.The REIT’s full report of voting results can be found under the REIT’s issuer profile at www.sedar.com.The REIT intends to seek a final order of the Ontario Superior Court of Justice (the “Court”) to approve the Arrangement at a hearing expected to be held on December 10, 2019. Completion of the Arrangement remains subject to the satisfaction of certain customary closing conditions, including Court approval. Subject to the satisfaction or waiver of all of the conditions to the Arrangement, the Arrangement is expected to be completed in December 2019.About Partners REITPartners REIT is a real estate investment trust focused on the management of a portfolio of 12 retail and mixed-use community and neighbourhood shopping centres. These properties are located in both primary and secondary markets in Ontario and Manitoba, and comprise a total of approximately 0.6 million square feet of leasable space.DisclaimerCertain 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 to the extent they relate to the REIT. 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 final order of the Court, the satisfaction or waiver of all of the conditions to completion of the Arrangement and the expected date of completion of the Arrangement. Forward-looking information is based on a number of key expectations and assumptions made by the REIT, including, without limitation, that all conditions to the completion to the Arrangement will be satisfied or waived and that the Arrangement will be completed in accordance with the timing currently expected. Although the forward-looking information contained in this press release is based on what the REIT’s management believes to be reasonable assumptions, the REIT 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. Those risks and uncertainties include, among other things: the Arrangement may not be completed in accordance with the timing currently contemplated, or at all; the REIT has incurred expenses in connection with the Arrangement and will be required to pay for certain of those expenses regardless of whether or not the Arrangement is completed; and the REIT and MAA may not be successful in satisfying the conditions to the Arrangement.The forward-looking information contained herein represents the REIT’s expectations as of the date of this press release, and is subject to change after this date. The REIT assumes 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.Contact Information for Partners REIT:Partners REIT Investor Relations
1 (844) 474-9620 ext. 401
firstname.lastname@example.orgC. Ian Ross
Chairman of the Board and Interim Chief Executive Officer
(416) 855-3313 ext. 501Derrick West, CPA (CA)
Chief Financial Officer and Corporate Secretary
(416) 855-3313 ext. 503