/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./
VICTORIA, BC, Feb. 10, 2012 /CNW/ - Partners Real Estate Investment Trust (the "REIT" or "Partners REIT") (TSXV: PAR.UN) announces that it has received the approval of the TSX
Venture Exchange ("TSXV") to consolidate its issued and outstanding units on the basis of one
(1) post-consolidation unit for every four (4) pre-consolidation units.
As previously disclosed on December 15, 2011, unitholders approved the
consolidation by an affirmative vote of 14,975,707 Partners REIT units,
representing 99.40% of the votes cast by holders of Partners REIT units
present in person or by proxy. 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
with the implementation of the unit consolidation. Partners REIT
expects the post-consolidation units to begin trading on the TSXV on
February 14, 2012.
In connection with, and immediately following, the consolidation of
Partners REIT units, each Partners REIT unitholder that receives
fractional Partners REIT units on the consolidation will irrevocably
deposit all such fractional Partners REIT units with their agent,
Computershare Investor Services Inc. ("Computershare"). Computershare, as soon as practicable, will aggregate all such
fractional Partners REIT units into marketable blocks of units and, as
agent for the relevant holders of such fractional Partners REIT units,
sell such Partners REIT Units on the TSXV for cash proceeds.
Computershare will then remit the net sale proceeds from the sale of
all such fractional Partners REIT units pro-rata to the relevant
holders. Remittance of any pro-rata cash entitlements by Computershare
may be delayed as a consequence of the clearing and settlement process
for such sales.
Letters of transmittal providing for the exchange of certificates
representing pre-consolidation units for certificates representing
post-consolidation units are expected to be delivered to unitholders on
or about February 17, 2012. As previously disclosed on February 1,
2012, Partners REIT completed the acquisition of the assets of NorRock
Realty Finance Corporation ("NorRock"). Pursuant to such transaction, holders of NorRock Class A shares of
record on February 8, 2012 were entitled to receive units of Partners
REIT; and as a result of the timing of the consolidation of the units
of Partners REIT as described above, holders of NorRock Class A shares
will receive units of Partners REIT on a post-consolidated basis.
The board of trustees of Partners REIT considered it advisable to
consolidate units of Partners REIT to enhance the liquidity for
existing and potential unitholders which will assist Partners REIT in
raising additional funds for further acquisitions.
Odd Lot Selling and Purchase Program
Partners REIT intends to establish an odd lot selling and purchase
program (the "Program") for unitholders holding less than 100 units of Partners REIT (an "odd lot"). The Program will allow eligible unitholders to sell their odd lot or
to buy additional units to enable a unitholder to hold a whole board
lot (100 units of Partners REIT) without incurring brokerage fees.
Unitholders with less than 100 units of Partners REIT will be eligible
to participate in the Program. The Program is expected to operate
through the facilities of the TSXV in compliance with the TSXV's
policies for Small Shareholder Selling and Purchase Arrangements.The
REIT makes no recommendation as to whether or not an eligible
unitholder should participate in the Program. The decision to
participate should be based on the unitholder's particular financial
circumstances. Eligible unitholders may wish to obtain advice from
their broker or financial advisor as to the advisability of
participating. Information about the Program will be forwarded to
eligible unitholders. Partners REIT will provide additional details
regarding the Program to unitholders shortly. Implementation of the
Program is subject to TSXV approval.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, any securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful. The
securities being offered have not been and will not be registered under
the U.S. Securities Act of 1933 as amended and may not be offered or
sold in the United States absent registration or pursuant to applicable
exemption from registration.
About Partners REIT
Partners REIT is a growth-oriented real estate investment trust, which
currently owns (directly or indirectly) twenty-two retail properties
located in British Columbia, Alberta, Manitoba, Ontario and Quebec,
aggregating approximately 1.7 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.
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. The forward-looking statements are
not historical facts but reflect Partners REIT'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 the proposed consolidation of units, TSXV
approval of the Program, the implementation of the Program, the timing
of the Program, access to capital, regulatory approvals, our intention
to grow and diversify our portfolio, intended acquisitions, our status
as a "real estate investment trust" 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 Partners 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 Partners REIT's forward-looking statements.
Readers are cautioned not to place undue reliance on these
forward-looking statements. Partners REIT does not undertake any
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.
SOURCE Partners REIT
For further information:
Patrick Miniutti, President and Chief Operating Officer (250) 940-5500