TORONTO, June 8, 2014 /CNW/ - Holyrood Holdings Limited ("Holyrood") today announced that Holyrood, Partners Real Estate Investment Trust (the "REIT") and Partners Ontario Limited Partnership ("Partners LP") have entered into an agreement (the "Rescission Agreement") dated June 6, 2014 to rescind the transactions contemplated by the purchase and sale agreement (the "PSA") dated April 2, 2014 between Holyrood, the REIT and Partners LP. Pursuant to the PSA, on April 22, 2014, Holyrood acquired 1,188,188 units ("REIT Units") of the REIT and 4,813,517 class B units (the "Class B Units") of Partners LP as part consideration for the acquisition of three properties purchased from Holyrood by the REIT. The 1,188,188 REIT Units represent approximately 4.4% of the issued and outstanding REIT Units. Assuming the exchange of the 4,813,517 Class B Units for REIT Units, Holyrood would own and control 6,001,705 REIT Units, representing approximately 18.7% of the issued and outstanding REIT Units on a partially diluted basis.
Pursuant to the Rescission Agreement, the parties agreed to apply to the Ontario Superior Court of Justice for an order to rescind the transactions contemplated by the PSA, nunc pro tunc such that, to the maximum extent practicable, each of Holyrood, Partners LP and the REIT will be in the same position as they were in prior to the completion of such transactions. Subject to the receipt of a court order and satisfaction of certain other conditions, the Rescission Agreement will result in, among other things, the 1,188,188 REIT Units and 4,813,517 Class B Units owned by Holyrood being cancelled and the beneficial interest in the three properties acquired by the REIT pursuant to the PSA remaining in Holyrood. The completion of the Rescission Agreement remains subject to obtaining an order from the Ontario Superior Court of Justice, consent from Holyrood's lender to the release of its security with respect to the REIT Units and the Class B Units issued to Holyrood, consents from the mortgagees of the applicable properties, as well as the satisfaction of other conditions specified in the Rescission Agreement. Holyrood agreed to enter into the Rescission Agreement at the request of the REIT.
SOURCE: Holyrood Holdings Limited
For further information: For further information or a copy of the report filed under National Instrument 62-103, please contact: Laura Philp, President, Holyrood Holdings Limited, 323 Lafontaine Road West, Tiny Township, Ontario L9M 0H1, Telephone: (416) 258-9354