Welcome!

News Feed Item

Partners REIT Appoints New Independent Trustees

Board Recommends That Unitholders DO NOT Vote Orange Capital's Proxy and DO NOT Tender to its Revised Offer

BARRIE, ONTARIO -- (Marketwired) -- 06/10/14 -- Partners Real Estate Investment Trust (the "REIT" or "Partners") (TSX:PAR.UN) announced today that it has appointed two new independent Trustees to its Board.

Earlier today, Orange Capital, LLC ("Orange Capital) announced the names of five individuals that it would like to nominate for election to the Board of Trustees and stated that it will file a proxy circular. The Board of Trustees recommends that shareholders DO NOT vote using Orange Capital's proxy.

Appointment of New Independent Trustees

Consistent with its previously stated commitment to Board renewal, the REIT announced today that Stephen Dulmage and Dexter John have been appointed to the Board of Trustees, effective immediately. The new Trustees are independent of both the REIT and Orange Capital and bring strong qualifications and skills to the Board:

--  Stephen Dulmage, B.A., C.A. - Mr. Dulmage brings over 40 years of
    experience in the Canadian investment industry from both an employee and
    a shareholder perspective. For 16 years, until 1988, he was the Chief
    Financial Officer of RBC Dominion Securities. Mr. Dulmage is currently a
    director of Orefinders Resources Inc. and Triumph Ventures II
    Corporation. He is also a past director of four other boards. He serves
    as the Chair of the Audit Committee of Orefinders Resources Inc. and was
    the past Chair of the Audit Committee for Xmet Inc. He holds a Bachelor
    of Arts degree and is a member of the Canadian Institute of Chartered
    Accountants, having earned his CA designation with Price Waterhouse. Mr.
    Dulmage will join our Audit Committee and will seek the vote of the
    Committee members to be the Chair of the Audit Committee.

--  Dexter D. S. John, B. A., LL.B., ICD.D. - Mr. John is a Senior Vice
    President of CST Phoenix Advisors and among other responsibilities,
    manages its corporate governance services platform. He has over 15 years
    of experience in the capital markets and spent six years in structured
    finance where he executed over $4 billion in transactions including $1
    billion in Commercial and Residential Mortgage Backed Securities. Mr.
    John previously served as Executive Vice President & General Counsel at
    a proxy services provider and as counsel at a top tier law firm. He
    serves as a director of Augustine Ventures Inc. and holds a Bachelor of
    Arts, a LL.B. designation and the ICD designation from the Institute of
    Corporate Directors. Mr. John will join the REIT's Governance Committee.

The new Trustees will stand for election at the upcoming AGM and full biographical information will be included in Partners' proxy circular. The REIT continues to interview prospective candidates to join its Board.

The Board of Trustees notes that Orange Capital announced the names of five individuals that it would like to nominate for election to the Board of Trustees and stated that it will file a proxy circular. The Board recommends that unitholders DO NOT vote using Orange Capital's proxy.

The REIT, like very many public companies, in both Canada and the U.S., has advance notice requirements if a unitholder wants to nominate trustees at a meeting. There are good reasons for these notice requirements, primarily, so the company and its owners have notice of a contest for control of the business. For whatever reason, Orange Capital has not complied with your REIT's advance notice requirements.

Accordingly, it is the REIT's position that Orange Capital is not entitled to nominate trustees at the July 15, 2014 annual unitholder meeting. We expect Orange Capital may challenge that position, but the REIT will defend it. These provisions of the REIT's Declaration of Trust, which governs all aspects of the REIT, have been in force for well over a year. Orange Capital and its advisors are aware of this and the fact that they have missed the deadline, yet they insist on continuing down a futile path and forcing unnecessary costs on the REIT and its unitholders.

Orange Capital's continued agitation is even more baffling given that, from its press release issued earlier today, it holds only 1,000 of the REIT's units. That represents an investment by a multi-million dollar US hedge fund of less than $5,000, and less than 1% of the REIT's outstanding units.

Partners will file and mail its proxy circular shortly that will include full information regarding its renewed Board, comprised of independent Trustees, along with a detailed history of Orange Capital's continued attempts to gain control of the REIT without providing a full and fair offer to all unitholders.

Board Reaffirms Recommendation that Unitholders Not Tender into the Orange Capital Offer

The Board of Trustees also continues to recommend that unitholders DO NOT tender to Orange Capital's $5.00 tender offer.

In the first place, it is very likely that people who tender will not be able to sell all of their units. The offer is capped at 10%, so if more units are tendered, everyone will be cut back pro rata. Unitholders that tender may end up selling only 70% or 50% or 30% (or whatever the number is) after the pro ration is done. The units are currently trading on the TSX just below $5.00. If a unitholder wants liquidity, please consider simply selling in the ordinary course in the market which will allow you to sell 100% rather than some pro rated number of your units.

Secondly, the offer has been deliberately and cleverly structured in an offensive way. Originally, it was massively coercive and unfair to unitholders. After complaints by the REIT and the intervention of regulators, Orange Capital "clarified" a few things. In fact, they substantially revised their offer to remove some of its more offensive attributes.

One serious issue, however, remains. Orange Capital is offering to buy only units with valid proxies attached. They know that they may not be able to buy all the units tendered because of the 10% cap and the likely need to pro rate units tendered. But, Orange Capital intends to vote all proxies tendered, not just the proxies attached to the units they purchase. In theory, if 50% or 60% of the units are tendered, Orange Capital would purchase 10%, but vote 50% or 60% of the units at the meeting. The Trustees of the REIT do not believe Orange Capital should be given control of the REIT after making a $5.00 offer for only 10%. In late 2013, they were offering to buy the 15% of the REIT owned by League Assets Corp. for $6.00 per unit. Their "Premium Tender Offer" might be seen as a "Deep Discount Offer for Those Not Paying Close Attention."

While Orange Capital has been forced to make material changes to its offer, the REIT's Trustees continue to believe that the offer is coercive and unattractive and recommends that unitholders DO NOT tender to the offer.

About Partners REIT

Partners REIT is a growth-oriented real estate investment trust, which currently owns (directly or indirectly) 42 retail properties, well located in British Columbia, Alberta, Manitoba, Ontario, and Quebec, aggregating approximately 3.2 million square feet of leasable 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.

Disclaimer

Certain statements included in this press release constitute forward-looking statements. 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. 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.

Contacts:
Investors:
Partners Real Estate Investment Trust
Investor Relations
[email protected]
(705) 725-6020 ext 401

Media:
Longview Communications
Joel Shaffer
416-649-8006

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Kubernetes is a new and revolutionary open-sourced system for managing containers across multiple hosts in a cluster. Ansible is a simple IT automation tool for just about any requirement for reproducible environments. In his session at @DevOpsSummit at 18th Cloud Expo, Patrick Galbraith, a principal engineer at HPE, discussed how to build a fully functional Kubernetes cluster on a number of virtual machines or bare-metal hosts. Also included will be a brief demonstration of running a Galera MyS...
Leading companies, from the Global Fortune 500 to the smallest companies, are adopting hybrid cloud as the path to business advantage. Hybrid cloud depends on cloud services and on-premises infrastructure working in unison. Successful implementations require new levels of data mobility, enabled by an automated and seamless flow across on-premises and cloud resources. In his general session at 21st Cloud Expo, Greg Tevis, an IBM Storage Software Technical Strategist and Customer Solution Architec...
Amazon started as an online bookseller 20 years ago. Since then, it has evolved into a technology juggernaut that has disrupted multiple markets and industries and touches many aspects of our lives. It is a relentless technology and business model innovator driving disruption throughout numerous ecosystems. Amazon’s AWS revenues alone are approaching $16B a year making it one of the largest IT companies in the world. With dominant offerings in Cloud, IoT, eCommerce, Big Data, AI, Digital Assista...
"We work around really protecting the confidentiality of information, and by doing so we've developed implementations of encryption through a patented process that is known as superencipherment," explained Richard Blech, CEO of Secure Channels Inc., in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
In his session at Cloud Expo, Alan Winters, U.S. Head of Business Development at MobiDev, presented a success story of an entrepreneur who has both suffered through and benefited from offshore development across multiple businesses: The smart choice, or how to select the right offshore development partner Warning signs, or how to minimize chances of making the wrong choice Collaboration, or how to establish the most effective work processes Budget control, or how to maximize project result...
The Founder of NostaLab and a member of the Google Health Advisory Board, John is a unique combination of strategic thinker, marketer and entrepreneur. His career was built on the "science of advertising" combining strategy, creativity and marketing for industry-leading results. Combined with his ability to communicate complicated scientific concepts in a way that consumers and scientists alike can appreciate, John is a sought-after speaker for conferences on the forefront of healthcare science,...
In his keynote at 19th Cloud Expo, Sheng Liang, co-founder and CEO of Rancher Labs, discussed the technological advances and new business opportunities created by the rapid adoption of containers. With the success of Amazon Web Services (AWS) and various open source technologies used to build private clouds, cloud computing has become an essential component of IT strategy. However, users continue to face challenges in implementing clouds, as older technologies evolve and newer ones like Docker c...
When shopping for a new data processing platform for IoT solutions, many development teams want to be able to test-drive options before making a choice. Yet when evaluating an IoT solution, it’s simply not feasible to do so at scale with physical devices. Building a sensor simulator is the next best choice; however, generating a realistic simulation at very high TPS with ease of configurability is a formidable challenge. When dealing with multiple application or transport protocols, you would be...
As organizations shift towards IT-as-a-service models, the need for managing and protecting data residing across physical, virtual, and now cloud environments grows with it. Commvault can ensure protection, access and E-Discovery of your data – whether in a private cloud, a Service Provider delivered public cloud, or a hybrid cloud environment – across the heterogeneous enterprise. In his general session at 18th Cloud Expo, Randy De Meno, Chief Technologist - Windows Products and Microsoft Part...
Personalization has long been the holy grail of marketing. Simply stated, communicate the most relevant offer to the right person and you will increase sales. To achieve this, you must understand the individual. Consequently, digital marketers developed many ways to gather and leverage customer information to deliver targeted experiences. In his session at @ThingsExpo, Lou Casal, Founder and Principal Consultant at Practicala, discussed how the Internet of Things (IoT) has accelerated our abilit...
Data is the fuel that drives the machine learning algorithmic engines and ultimately provides the business value. In his session at Cloud Expo, Ed Featherston, a director and senior enterprise architect at Collaborative Consulting, discussed the key considerations around quality, volume, timeliness, and pedigree that must be dealt with in order to properly fuel that engine.
In IT, we sometimes coin terms for things before we know exactly what they are and how they’ll be used. The resulting terms may capture a common set of aspirations and goals – as “cloud” did broadly for on-demand, self-service, and flexible computing. But such a term can also lump together diverse and even competing practices, technologies, and priorities to the point where important distinctions are glossed over and lost.
Dion Hinchcliffe is an internationally recognized digital expert, bestselling book author, frequent keynote speaker, analyst, futurist, and transformation expert based in Washington, DC. He is currently Chief Strategy Officer at the industry-leading digital strategy and online community solutions firm, 7Summits.
Detecting internal user threats in the Big Data eco-system is challenging and cumbersome. Many organizations monitor internal usage of the Big Data eco-system using a set of alerts. This is not a scalable process given the increase in the number of alerts with the accelerating growth in data volume and user base. Organizations are increasingly leveraging machine learning to monitor only those data elements that are sensitive and critical, autonomously establish monitoring policies, and to detect...
Two weeks ago (November 3-5), I attended the Cloud Expo Silicon Valley as a speaker, where I presented on the security and privacy due diligence requirements for cloud solutions. Cloud security is a topical issue for every CIO, CISO, and technology buyer. Decision-makers are always looking for insights on how to mitigate the security risks of implementing and using cloud solutions. Based on the presentation topics covered at the conference, as well as the general discussions heard between sessio...