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
The past few years have brought a sea change in the way applications are architected, developed, and consumed—increasing both the complexity of testing and the business impact of software failures. How can software testing professionals keep pace with modern application delivery, given the trends that impact both architectures (cloud, microservices, and APIs) and processes (DevOps, agile, and continuous delivery)? This is where continuous testing comes in. D
Recently, REAN Cloud built a digital concierge for a North Carolina hospital that had observed that most patient call button questions were repetitive. In addition, the paper-based process used to measure patient health metrics was laborious, not in real-time and sometimes error-prone. In their session at 21st Cloud Expo, Sean Finnerty, Executive Director, Practice Lead, Health Care & Life Science at REAN Cloud, and Dr. S.P.T. Krishnan, Principal Architect at REAN Cloud, discussed how they built...
In his Opening Keynote at 21st Cloud Expo, John Considine, General Manager of IBM Cloud Infrastructure, led attendees through the exciting evolution of the cloud. He looked at this major disruption from the perspective of technology, business models, and what this means for enterprises of all sizes. John Considine is General Manager of Cloud Infrastructure Services at IBM. In that role he is responsible for leading IBM’s public cloud infrastructure including strategy, development, and offering m...
Mobile device usage has increased exponentially during the past several years, as consumers rely on handhelds for everything from news and weather to banking and purchases. What can we expect in the next few years? The way in which we interact with our devices will fundamentally change, as businesses leverage Artificial Intelligence. We already see this taking shape as businesses leverage AI for cost savings and customer responsiveness. This trend will continue, as AI is used for more sophistica...
The “Digital Era” is forcing us to engage with new methods to build, operate and maintain applications. This transformation also implies an evolution to more and more intelligent applications to better engage with the customers, while creating significant market differentiators. In both cases, the cloud has become a key enabler to embrace this digital revolution. So, moving to the cloud is no longer the question; the new questions are HOW and WHEN. To make this equation even more complex, most ...
In his session at 21st Cloud Expo, Raju Shreewastava, founder of Big Data Trunk, provided a fun and simple way to introduce Machine Leaning to anyone and everyone. He solved a machine learning problem and demonstrated an easy way to be able to do machine learning without even coding. Raju Shreewastava is the founder of Big Data Trunk (www.BigDataTrunk.com), a Big Data Training and consulting firm with offices in the United States. He previously led the data warehouse/business intelligence and B...
Blockchain is a shared, secure record of exchange that establishes trust, accountability and transparency across business networks. Supported by the Linux Foundation's open source, open-standards based Hyperledger Project, Blockchain has the potential to improve regulatory compliance, reduce cost as well as advance trade. Are you curious about how Blockchain is built for business? In her session at 21st Cloud Expo, René Bostic, Technical VP of the IBM Cloud Unit in North America, discussed the b...
SYS-CON Events announced today that Synametrics Technologies will exhibit at SYS-CON's 22nd International Cloud Expo®, which will take place on June 5-7, 2018, at the Javits Center in New York, NY. Synametrics Technologies is a privately held company based in Plainsboro, New Jersey that has been providing solutions for the developer community since 1997. Based on the success of its initial product offerings such as WinSQL, Xeams, SynaMan and Syncrify, Synametrics continues to create and hone in...
With tough new regulations coming to Europe on data privacy in May 2018, Calligo will explain why in reality the effect is global and transforms how you consider critical data. EU GDPR fundamentally rewrites the rules for cloud, Big Data and IoT. In his session at 21st Cloud Expo, Adam Ryan, Vice President and General Manager EMEA at Calligo, examined the regulations and provided insight on how it affects technology, challenges the established rules and will usher in new levels of diligence arou...
Nordstrom is transforming the way that they do business and the cloud is the key to enabling speed and hyper personalized customer experiences. In his session at 21st Cloud Expo, Ken Schow, VP of Engineering at Nordstrom, discussed some of the key learnings and common pitfalls of large enterprises moving to the cloud. This includes strategies around choosing a cloud provider(s), architecture, and lessons learned. In addition, he covered some of the best practices for structured team migration an...
As you move to the cloud, your network should be efficient, secure, and easy to manage. An enterprise adopting a hybrid or public cloud needs systems and tools that provide: Agility: ability to deliver applications and services faster, even in complex hybrid environments Easier manageability: enable reliable connectivity with complete oversight as the data center network evolves Greater efficiency: eliminate wasted effort while reducing errors and optimize asset utilization Security: imple...
No hype cycles or predictions of a gazillion things here. IoT is here. You get it. You know your business and have great ideas for a business transformation strategy. What comes next? Time to make it happen. In his session at @ThingsExpo, Jay Mason, an Associate Partner of Analytics, IoT & Cybersecurity at M&S Consulting, presented a step-by-step plan to develop your technology implementation strategy. He also discussed the evaluation of communication standards and IoT messaging protocols, data...
Companies are harnessing data in ways we once associated with science fiction. Analysts have access to a plethora of visualization and reporting tools, but considering the vast amount of data businesses collect and limitations of CPUs, end users are forced to design their structures and systems with limitations. Until now. As the cloud toolkit to analyze data has evolved, GPUs have stepped in to massively parallel SQL, visualization and machine learning.
The 22nd International Cloud Expo | 1st DXWorld Expo has announced that its Call for Papers is open. Cloud Expo | DXWorld Expo, to be held June 5-7, 2018, at the Javits Center in New York, NY, brings together Cloud Computing, Digital Transformation, Big Data, Internet of Things, DevOps, Machine Learning and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding busin...
Modern software design has fundamentally changed how we manage applications, causing many to turn to containers as the new virtual machine for resource management. As container adoption grows beyond stateless applications to stateful workloads, the need for persistent storage is foundational - something customers routinely cite as a top pain point. In his session at @DevOpsSummit at 21st Cloud Expo, Bill Borsari, Head of Systems Engineering at Datera, explored how organizations can reap the bene...