TORONTO, Dec. 2 /CNW/ - NorthWest Value Partners Inc. ("NWVP") announced today an update to its early warning filings regarding InterRent Real Estate Investment Trust (the "REIT"), and advised that a fund managed by Phillips, Hager & North Investment Management Ltd. ("PH&N") has exercised its put right with respect to 3,003,000 units (the "Subject Units") in the capital of the REIT. As a result of the exercise of the put right, NWVP will acquire the Subject Units on or about December 7, 2009. The put right was granted to PH&N pursuant to an agreement entered into between PH&N and NWVP dated June 24, 2009 (the "Put/Call Agreement") and described in early warning report filed by NWVP on June 24, 2009. The Subject Units represent approximately 10.5% of the issued and outstanding units and special voting units of the REIT (based on the number of units and special voting units of the REIT reported by the REIT as being issued and outstanding as at September 30, 2009).
On completion of the acquisition of the Subject Units, NWVP will own or control 6,886,267 units of the REIT, representing approximately 24.2% of the issued and outstanding units and special voting units of the REIT (based on the number of units and special voting units of the REIT reported by the REIT as being issued and outstanding as at September 30, 2009).
Pursuant to the terms of the Put/Call Agreement, NWVP is acquiring the Subject Units at a price of $1.67 per Subject Unit and has agreed to provide PH&N with price protection, such that if, within 12 months of the exercise of the put option or the call option, NWVP or its associates or affiliates or any other party acting jointly or in concert with NWVP acquires or agrees to acquire more than 50% of the issued and outstanding units of the REIT at a price greater than $1.67 per unit, NWVP will pay the difference per unit to PH&N. Notwithstanding the foregoing, NWVP shall not be required to pay an aggregate price for the Subject Units that exceeds the maximum price that may be paid pursuant to any applicable takeover bid exemption that NWVP relies upon. The acquisition of the Subject Units is being made pursuant s. 100.1 of the Securities Act (Ontario) as NWVP is acquiring such units from not more than five purchasers, in the aggregate, including persons or companies located outside of Ontario, the offers to purchase were not made generally to the unitholders of the REIT, and the value of the consider paid for the Subject Units, including brokerage fees or commissions (of which there were none), is not greater than 115% of the market price of the units of the REIT at the date of the bid as determined in accordance with applicable Ontario securities laws.
In the future, NWVP and its affiliates, on an individual or joint basis, may increase or decrease their ownership in the securities of the REIT depending on the business and prospects of the REIT as well as market conditions, whether in the open market, by privately negotiated agreements or otherwise. Neither NWVP nor its affiliates have any current intention to make a formal take-over bid for the units of the REIT.
NWVP is a private real estate investment firm based in Toronto, Ontario.
SOURCE NorthWest Value Partners Inc.
For further information: For further information: or a copy of the early warning report to be filed in connection with this acquisition, please contact: NorthWest Value Partners Inc., 284 King Street East, Suite 100, Toronto, Ontario, M5A 1K4