Partners Real Estate Investment Trust announces proposed unit consolidation

/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, Nov. 8, 2011 /CNW/ - Partners Real Estate Investment Trust ("Partners REIT") (TSXV: PAR.UN) announced today that the trustees of Partners REIT have resolved to seek unitholder approval for a consolidation of its units on a one for four basis. If approved, the holders of Partners REIT units will receive one post-consolidation unit for every four units held by them as of the record date for such consolidation. 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 upon the implementation of the proposed unit consolidation. The board of trustees of Partners REIT considers it advisable to consolidate units of Partners REIT in order to facilitate the transaction with the announced transaction between Partners REIT and NorRock Realty Finance Corporation ("NorRock"), and to enhance the liquidity for existing and potential unitholders which will assist Partners REIT in raising additional funds for further acquisitions.  This consolidation of Partners REIT units is conditional upon the transaction with NorRock closing.

Unitholder approval for this consolidation will be sought at the same meeting at which unitholders of Partners REIT will be asked to consider and approve the announced transaction between Partners REIT and NorRock.  The consolidation is also subject to receipt of approval of the TSX Venture Exchange.

If the transaction with NorRock closes, it is expected that the consolidation will occur thereafter.  As a result, the unit consolidation will not affect the number of units that Partners REIT will issue to NorRock for its assets, nor the subsequent distribution of those units by NorRock to the holders of NorRock's Class A Shares and Preferred Shares.

Approval of the proposed consolidation would, subject to approval of the TSX Venture Exchange, allow the trustees of Partners REIT to implement the proposed consolidation at any time prior to the next meeting of unitholders of Partners REIT without any further action on the part of its unitholders.  The trustees currently anticipate that the proposed unit consolidation will become effective as soon as practicable following the closing of the transaction with NorRock.  Notice of the date upon which the consolidation will become effective will be made public in advance of such date.

Further details with regard to the background, reasoning and impact of the proposed acquisition of the assets of NorRock and the proposed unit consolidation are contained in Partners REIT's management information circular to be mailed to unitholders in connection with the proposed special meeting of unitholders to approve the transactions with NorRock which is expected to be mailed to unitholders during the week of November 14, 2011, a copy of which will also be available electronically at

Forward-looking Statements

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 and NorRock. The forward-looking statements are not historical facts but reflect Partners REIT's and NorRock'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 unitholder approval of the proposed consolidation, our ability to obtain court, regulatory, securityholder and other approvals; the fulfillment of conditions precedent to closing the transaction and the successful completion of the transaction; our expectations regarding an increase in funds available to Partners REIT  as a result of the acquisition, our expectations regarding the retention or sale of the mortgages and other assets acquired by Partners REIT in connection with the transaction; our expectations regarding an additional payment to the holders of NorRock Class A shares and stock appreciation rights after the closing of the transaction; Partners REIT's  intention to continue to grow and diversify its portfolio, intended acquisitions and general economic and industry conditions. Although each of Partners REIT and NorRock 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.

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.


For further information:

Partners REIT:
Patrick Miniutti, President and Chief Operating Officer (250) 940-5500

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