FREDERICTON, NB and TORONTO, ON, May 17, 2013 /CNW/ - Plazacorp Retail
Properties Ltd. (TSXV: PLZ) ("Plazacorp") and KEYreit (TSX: KRE.UN) are
pleased to announce that, following Plazacorp's acquisition of
13,288,370 units of KEYreit ("Units") pursuant to its offer to acquire
all of the issued and outstanding Units, Earl Brewer, Michael Zakuta
and Richard Hamm have been appointed as trustees of KEYreit, filling
the vacancies created on the board of trustees following the
resignations of Lewis S. Allen, David Peltz and George Schott. The
resignations of Mr. Allen, Mr. Peltz and Mr. Schott and the
appointments of Mr. Brewer, Mr. Zakuta and Mr. Hamm are effective
immediately. Donald M. Biback and John G. Jakolev will remain as
trustees until Plazacorp has acquired 100% of the Units.
Mr. Brewer is the Chairman and a Director of Plazacorp. Prior to
assuming this role he was President and CEO of Plazacorp from its
inception in 1999.
Mr. Zakuta is the President, Chief Executive Officer and a Director of
Plazacorp. Mr. Zakuta is a co-founder of the Plaza Group and has been
involved in every aspect of shopping centre development, acquisitions
and management in Quebec and Atlantic Canada since 1986.
Mr. Hamm is a Director of Plazacorp and its former President and Chief
Executive Officer. In 1996 he formed a partnership with the other
Plazacorp principals and has since that time been involved in real
estate development business.
Record Date for Special Meeting
As previously announced, a special meeting of the unitholders of KEYreit
will be convened for the purpose of approving the subsequent
acquisition transaction which will allow Plazacorp to acquire all of
the remaining Units. With more than 66 2/3% of the KEYreit units
having been deposited and taken up by Plazacorp under its offer,
Plazacorp is in a position to cause the subsequent acquisition
transaction to be approved by KEYreit's unitholders at such meeting.
The record date for determining the holders of Units entitled to vote
at the special meeting is May 22, 2013. The date of the special
meeting will be June 26, 2013.
Change of Control Offer for KEYreit Debentures
As a result of the change of control with respect to KEYreit caused by
the acquisition by Plazacorp of 13,288,370 Units, KEYreit will make a
repurchase offer, as soon as practicable, for the 7.75% convertible unsecured subordinated debentures due December 31,
2014, the 8.00% convertible unsecured debentures due December 31, 2016
and the 7.00% convertible unsecured debentures due December 31, 2017
(collectively, the "Debentures"), at a price equal to 101% of their
respective principal amounts plus accrued and unpaid interested.
Should a holder of debentures elect not to accept the repurchase offer,
the Debentures will become obligations of Plazacorp in accordance with
the terms of their respective indentures.
Termination of External Management Agreements
In accordance with the previously disclosed termination agreement
entered into between Plazacorp and JBM Properties Inc. ("JBM"),
Plazacorp has caused KEYreit to terminate the management agreements
pursuant to which JBM acted as the external manager of KEYreit.
Plazacorp issued 824,742 Plazacorp common shares and paid $4 million in
cash to JBM in satisfaction of its obligation under the termination
Plazacorp is a mutual fund corporation and is one of the leading retail
property owners and developers in Eastern Canada. Plazacorp's current
portfolio includes interests in 119 properties totaling 5.2 million
square feet and additional lands held for development. Plazacorp's
properties include a mix of strip plazas, stand-alone small box retail
outlets and enclosed shopping centres, anchored by approximately 90%
national tenants including Shoppers Drug Mart, Dollarama, Staples,
Mark's Work Warehouse, Sobeys, and others. Our top ten tenants
contribute just over 53% of total rent. Plazacorp is fully
internalized, therefore providing shareholders directly with the
synergies that come with an internalized management structure.
Plazacorp has proven its strong "value-add" capabilities to develop,
redevelop and acquire retail real estate throughout Atlantic Canada,
Quebec and Ontario. Plazacorp has a strong track record of generating
growth in distributions, having increased its distributions at least
once every year in the last 10 years. As a result of its capabilities,
its performance and its ability to increase dividends, Plazacorp's
share price has also increased significantly since inception.
More information about Plazacorp can be found on our website at www.plaza.ca or at www.sedar.com.
KEYreit (TSX: KRE.UN) is Canada's premier small-box retail property
owner with 227 properties in nine provinces across Canada. KEYreit's
properties are well located and geographically diverse across Canada
with the majority of all properties containing long-term quadruple net
To find out more about KEYreit (TSX: KRE.UN), visit our website at www.keyreit.com.
CAUTIONARY STATEMENTS REGARDING FORWARD LOOKING INFORMATION
This news release contains forward looking statements relating to our
operations and the environment in which we operate, which are based on
our expectations, estimates, forecasts and projections. These
statements are not future guarantees of future performance and involve
risks and uncertainties that are difficult to control or predict.
Therefore, actual outcomes and results may differ materially from those
expressed in these forward looking statements. Readers, therefore,
should not place undue reliance on any such forward looking statements.
Further, a forward looking statement speaks only as of the date on
which such statement is made. We undertake no obligation to publicly
update any such statement, to reflect new information or the occurrence
of future events or circumstances, except for forward-looking
information disclosed in prior disclosures which, in light of
intervening events, requires further explanation to avoid being
Neither the TSXV nor its Regulation Services Provider (as that term is
defined in policies of the TSXV) accepts responsibility for the
adequacy or accuracy of this release.
SOURCE: Plazacorp Retail Properties Ltd.
For further information:
Visit our website at: www.plaza.ca
Michael Zakuta (President and CEO) at (514) 457-0997 ext #228, or
Floriana Cipollone (Chief Financial Officer) at (416) 848-4583
KEYreit unitholders, please contact:
Floriana Cipollone (Chief Financial Officer) at (416) 848-4583