Partners Real Estate Investment Trust and Norrock Realty Finance Corporation Announce Receipt of Interim Order for Plan of Arrangement and Change of Date for Previously Announced Meeting
VICTORIA, B.C. (November 16, 2011) - NorRock Realty Finance Corporation (“NorRock”) (TSX: RF.A; RF.PR.A) and Partners Real Estate Investment Trust (“Partners REIT”) (TSXV: PAR.UN) 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.
About Partners REIT
Partners REIT is a growth-oriented real estate investment trust, which currently owns (directly or indirectly) 20 retail properties located in British Columbia, Ontario, Manitoba and Quebec, aggregating approximately 1.6 million square feet of leaseable space. Partners REIT focuses on expanding and managing a portfolio of retail and mixed-use community and neighbourhood shopping centres located in both primary and secondary markets across Canada.
For further information:
Partners REIT:
Patrick Miniutti, President and Chief Operating Officer (250) 940-5500
NorRock Realty Finance Corporation:
Jacqueline Boddaert, Chief Executive Officer (416) 479-9510 ext. 305
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.