TORONTO, June 9, 2014 /CNW/ - Orange Capital, LLC ("Orange Capital") is pleased to report that the expiry of its premium tender offer (the "Premium Tender") to purchase up to 2,604,956 units of Partners Real Estate Investment Trust (TSX: PAR.UN) ("Partners REIT" or the "REIT") at a price of $5.00 per unit (the "Purchase Price"), payable in cash, has been extended until 5:00 p.m. (Toronto time) on Tuesday, June 24, 2014 (the "Expiry Time"). The extension will ensure sufficient time for Orange Capital's proxy circular, prepared in connection with the annual and special meeting of unitholders to be held on July 15, 2014 (the "Meeting"), to be disseminated and received by unitholders well in advance of the Expiry Time.
As a result of constructive discussions with Staff at the Ontario Securities Commission, below are some important procedural clarifications for unitholders related to Orange Capital's Premium Tender:
- Premium Tender is made to holders as of the record date: The Premium Tender is being made to all unitholders of Partners REIT as of May 16, 2014, being the record date set by Partners REIT for the Meeting. Those units belonging to unitholders who were not holders of such units as of the record date are ineligible for take up under the Premium Tender.
- 10% take-up if fully subscribed: The Premium Tender is for up to 2,604,956 units of Partners REIT (representing 10% of the number of outstanding units of Partners REIT prior to the closing of the purchase of three (3) Ontario properties by Partners REIT from Holyrood Holdings Limited on April 23, 2014). In the event that greater than 2,604,956 units of Partners REIT are tendered to the Premium Tender and the terms and conditions of the Premium Tender are waived or satisfied, as applicable, under no circumstances will Orange Capital take up less than 2,604,956 of the units deposited.
- Withdrawal of the Premium Tender by Orange Capital: Under the Premium Tender, Orange Capital reserves the right to extend, vary or withdraw the Premium Tender. If the Premium Tender is withdrawn by Orange Capital, Orange Capital shall cause all units delivered pursuant to the Premium Tender to be immediately returned to unitholders and all proxies associated with such units will be deemed to be revoked.
- Withdrawal of units deposited under the Premium Tender by unitholders: Deposited units may be withdrawn by unitholders at any time prior to take up of such units by Orange Capital. If payment for units taken up by Orange Capital is not made within three business days of take up, unitholders may withdraw the units they deposited to the Premium Tender. In either circumstance, all proxies associated with such withdrawn units will be deemed to be revoked.
- Revocation of proxies deposited: Any proxies solicited by Orange Capital in connection with the Meeting, other than proxies in respect of units taken up and paid for by Orange Capital under the Premium Tender, may be revoked at any time by the unitholder providing instructions to its investment dealer, broker or other nominee or by simply subsequently submitting a vote in favour of management of the REIT. After take up, unitholders will also be provided with a toll free phone number to facilitate the immediate revocation of any proxies associated with units not taken up by Orange Capital under the Premium Tender, if they so choose.
- Timing of payment for units taken up: Upon the terms and subject to the conditions of the Premium Tender, Orange Capital will forthwith take up units duly and validly deposited pursuant to the Premium Tender and shall forthwith widely disseminate a press release that states the number of units taken up under the Premium Tender on a pro-rated basis. Orange Capital will pay for units not later than three business days after taking up the units. After take up, unitholders will be provided with a toll free phone number to facilitate the immediate revocation of any proxies associated with units not taken up by Orange Capital under the Premium Tender, if they so choose.
- Take up if conditions satisfied: The Premium Tender will not be extended past June 24, 2014 if all conditions of the Premium Tender are satisfied or waived at the Expiry Date, including that there shall have been deposited a minimum of 2,604,956 units as at the Expiry Date.
- Extension of Premium Tender: If there is a further extension of the Premium Tender past June 24, 2014, Orange Capital will announce the number of units deposited under the Premium Tender as at the date of extension.
- Notices to unitholders regarding the Premium Tender: Orange Capital will continue to provide the market with timely updates by way of press release, and any material updates to the terms of the Premium Tender will be disseminated by way of notice mailed to each unitholder.
Orange Capital confirms that it has sufficient funds to acquire units taken up pursuant to the Premium Tender.
Unitholders are reminded that the Premium Tender is for a maximum of 2,604,956 units and that, as a condition of take up and payment of units, a depositing unitholder is required to appoint Orange Capital as its nominee and proxy for the Meeting in respect of all deposited units, regardless of the number of deposited units actually taken up and paid for by Orange Capital.
If more than 2,604,956 units are deposited in accordance with the Premium Tender and not withdrawn at the time of take up of the deposited units, then deposited units to be purchased from each depositing unitholder will be determined on a pro rata basis. In this circumstance, a depositing unitholder will have less than all of their units taken up under the Premium Tender and, if the Premium Tender is significantly over-subscribed, only a small portion of their deposited units will be taken up. Notwithstanding the fact that, in the event of an over-subscription of the Premium Tender, only a portion of the depositing unitholders' units will be taken up and purchased by Orange Capital, Orange Capital will have the authority to vote the proxy for all the units originally deposited by the unitholder in accordance with the Premium Tender. Therefore, if a unitholder does not want Orange Capital to vote its proxy in respect of units not taken up, they will have to revoke such proxy by providing instructions to their investment dealer, broker or other nominee, submitting a vote in favour of management of the REIT, or calling the toll free number to be provided by Orange Capital following take up under the Premium Tender.
Unitholders with any questions with respect to the Premium Tender, or needing assistance in depositing units should contact the Depositary and Information Agent for the Premium Tender:
Kingsdale Shareholder Services
Toll Free (North America): 1-855-682-9437
Outside North America Call Collect: 1-416-867-2272
Email: [email protected]
ABOUT ORANGE CAPITAL
Orange Capital is a New York based investment firm. The firm is a value-oriented investor in event-driven securities. Orange Capital was co-founded in 2005 by Daniel Lewis and Russell Hoffman. Prior to founding the firm, Orange Capital's portfolio manager, Daniel Lewis, was a director with Citigroup's Global Special Situations Group.
SOURCE: Orange Capital, LLC
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