FREDERICTON, June 26, 2013 /CNW/ - Plazacorp Retail Properties Ltd.
(TSXV: PLZ) ("Plazacorp") is pleased to announce that it has received
conditional approval for its graduation to the Toronto Stock Exchange
(the "TSX") from the TSX Venture Exchange. Subject to meeting certain
conditions, Plazacorp expects its common shares ("Plazacorp Shares") to
begin trading on the TSX on July 2, 2013 under the symbol "PLZ". As a
result of this graduation there will be no further trading of Plazacorp
Shares on the TSX Venture Exchange following close of markets on June
Completion of Subsequent Acquisition Transaction
Additionally, Plazacorp is pleased to announce that is has acquired the
remaining 1,720,922 units ("Units") of KEYreit not deposited under its
previously announced offer dated April 10, 2013 (the "Offer") to
purchase all of the Units for, at the election of each unitholder of
KEYreit, either (a) Cdn.$8.35 in cash or (b) 1.7041 of a Plazacorp
Share, subject, in each case, to pro ration. Plazacorp acquired the
remaining Units pursuant to the Plazacorp acquisition right under
KEYreit's amended and restated Declaration of Trust. Following
completion of this subsequent acquisition transaction, Plazacorp now
owns 15,009,292 Units, representing 100% of the issued and outstanding
Upon delivery today of an acquisition notice, all outstanding Units were
deemed to have been sold to Plazacorp, for the same consideration and
on the same terms as the Units acquired by Plazacorp under the Offer.
Accordingly, KEYreit unitholders who elected the cash alternative will
receive Cdn.$6.51, representing 78% of the total cash amount elected,
plus 0.375 of a Plazacorp Share for each Unit tendered. KEYreit
unitholders who elected the share alternative will receive 1.7041 of a
Plazacorp Share, representing 100% of the total number of Plazacorp
Shares elected, subject in each case to adjustment for fractional
shares. Accordingly, Plazacorp will issue approximately 1,478,362
Plazacorp Shares in respect of the subsequent acquisition transaction.
As of the close of markets on June 28, 2013, the Units will cease to be
listed for trading on the TSX. Plazacorp intends to cause KEYreit to
file with the applicable Canadian securities regulatory authorities the
necessary documentation to cease to be a reporting issuer in all of the
jurisdictions in which KEYreit is currently a reporting issuer.
KEYreit Debentures Replaced by Plazacorp Debentures
Concurrently with the completion of the subsequent acquisition
transaction, Plazacorp, KEYreit and CIBC Mellon Trust Company have
entered into a supplemental indenture (the "Supplemental Indenture")
pursuant to which the 7.75% convertible unsecured subordinated
debentures due December 31, 2014 (the "2009 Debentures"), the 8.00%
convertible unsecured debentures due December 31, 2016 (the "2011
Debentures") and the 7.00% convertible unsecured debentures due
December 31, 2017 (the "2012 Debentures" and, together with the 2009
Debentures and the 2011 Debentures, the "Debentures") have become
obligations of Plazacorp in accordance with the terms of their
respective indentures. Accordingly, Plazacorp expects that the 2009
Debentures, 2011 Debentures and 2012 Debentures will commence trading
on the TSX as Plazacorp Debentures as of the open of markets on July 2,
2013, under the symbols "PLZ.DB.A", "PLZ.DB.B" and "PLZ.DB.C",
Following the entering into of the Supplemental Indenture, the
Debentures are no longer convertible into Units and are instead
convertible into an amount of cash and Plazacorp Shares that a holder
of Debentures would have been entitled to receive if, on the date of
the subsequent acquisition transaction, it had been the registered
holder of the number of Units which it was entitled to acquire upon the
exercise of its conversion right. Accordingly, each $1,000 principal
amount of the 2009 Debentures is convertible into $117.25 in cash and
188 Plazacorp Shares, each $1,000 principal amount of the 2011
Debentures is convertible into $99.76 in cash and 169 Plazacorp Shares
and each $1,000 principal amount of the 2012 Debentures is convertible
into $112.76 in cash and 190 Plazacorp Shares. The amount of cash into
which the Debentures will be convertible is based on the maximum cash
consideration available under the subsequent acquisition transaction
and assuming full conversion of all the Debentures as of the date of
the subsequent acquisition transaction.
Plazacorp is a mutual fund corporation that is a leading retail property
owner and developer, particularly in Eastern Canada. Plazacorp has an
entrepreneurial focus with strong "value-add" capabilities.
Plazacorp's current portfolio includes interests in 347 properties
totaling approximately 6.4 million square feet across Canada and
additional lands held for development. Plazacorp's properties include
a mix of strip plazas, stand-alone small box retail outlets and
enclosed shopping centres, anchored by approximately 90% national
tenants. Total assets have reached almost $1 billion. Plazacorp is
fully internalized, therefore providing shareholders directly with the
synergies that come with an internalized management structure.
Plazacorp has proven its strong "value-add" capabilities to develop,
redevelop and acquire retail real estate throughout Canada. Plazacorp
has a strong track record of generating growth in distributions, having
increased its distributions at least once every year in the last 10
More information about Plazacorp can be found on our website at www.plaza.ca or at www.sedar.com.
CAUTIONARY STATEMENTS REGARDING FORWARD LOOKING INFORMATION
This news release contains forward looking statements relating to our
operations and the environment in which we operate, which are based on
our expectations, estimates, forecasts and projections. These
statements are not future guarantees of future performance and involve
risks and uncertainties that are difficult to control or predict.
Therefore, actual outcomes and results may differ materially from those
expressed in these forward looking statements. Readers, therefore,
should not place undue reliance on any such forward looking statements.
Further, a forward looking statement speaks only as of the date on
which such statement is made. We undertake no obligation to publicly
update any such statement, to reflect new information or the occurrence
of future events or circumstances, except for forward-looking
information disclosed in prior disclosures which, in light of
intervening events, requires further explanation to avoid being
Neither the TSXV nor its Regulation Services Provider (as that term is
defined in policies of the TSXV) accepts responsibility for the
adequacy or accuracy of this release.
SOURCE: Plazacorp Retail Properties Ltd.
For further information:
Visit our website at: www.plaza.ca
Michael Zakuta (President and CEO) at (514) 457-0997 ext #228, or
Floriana Cipollone (Chief Financial Officer) at (416) 848-4583
Plazacorp Retail Properties Ltd.
527 Queen Street, Suite 200