Click here to close now.



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.

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
Most people haven’t heard the word, “gamification,” even though they probably, and perhaps unwittingly, participate in it every day. Gamification is “the process of adding games or game-like elements to something (as a task) so as to encourage participation.” Further, gamification is about bringing game mechanics – rules, constructs, processes, and methods – into the real world in an effort to engage people. In his session at @ThingsExpo, Robert Endo, owner and engagement manager of Intrepid D...
Advances in technology and ubiquitous connectivity have made the utilization of a dispersed workforce more common. Whether that remote team is located across the street or country, management styles/ approaches will have to be adjusted to accommodate this new dynamic. In his session at 17th Cloud Expo, Sagi Brody, Chief Technology Officer at Webair Internet Development Inc., focused on the challenges of managing remote teams, providing real-world examples that demonstrate what works and what do...
SYS-CON Events announced today that Pythian, a global IT services company specializing in helping companies adopt disruptive technologies to optimize revenue-generating systems, has been named “Bronze Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2015 at the Javits Center in New York, New York. Founded in 1997, Pythian is a global IT services company that helps companies compete by adopting disruptive technologies such as cloud, Big Data, advanced analytics, and DevO...
One of the bewildering things about DevOps is integrating the massive toolchain including the dozens of new tools that seem to crop up every year. Part of DevOps is Continuous Delivery and having a complex toolchain can add additional integration and setup to your developer environment. In his session at @DevOpsSummit at 18th Cloud Expo, Miko Matsumura, Chief Marketing Officer of Gradle Inc., will discuss which tools to use in a developer stack, how to provision the toolchain to minimize onboa...
With microservices, SOA and distributed architectures becoming more popular, it is becoming increasingly harder to keep track of where time is spent in a distributed application when trying to diagnose performance problems. Distributed tracing systems attempt to address this problem by following application requests across service boundaries, persisting metadata along the way that provide context for fine-grained performance monitoring.
With an estimated 50 billion devices connected to the Internet by 2020, several industries will begin to expand their capabilities for retaining end point data at the edge to better utilize the range of data types and sheer volume of M2M data generated by the Internet of Things. In his session at @ThingsExpo, Don DeLoach, CEO and President of Infobright, will discuss the infrastructures businesses will need to implement to handle this explosion of data by providing specific use cases for filte...
SYS-CON Events announced today that Men & Mice, the leading global provider of DNS, DHCP and IP address management overlay solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. The Men & Mice Suite overlay solution is already known for its powerful application in heterogeneous operating environments, enabling enterprises to scale without fuss. Building on a solid range of diverse platform support,...
SYS-CON Events announced today that Fusion, a leading provider of cloud services, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Fusion, a leading provider of integrated cloud solutions to small, medium and large businesses, is the industry's single source for the cloud. Fusion's advanced, proprietary cloud service platform enables the integration of leading edge solutions in the cloud, including clou...
More and more companies are looking to microservices as an architectural pattern for breaking apart applications into more manageable pieces so that agile teams can deliver new features quicker and more effectively. What this pattern has done more than anything to date is spark organizational transformations, setting the foundation for future application development. In practice, however, there are a number of considerations to make that go beyond simply “build, ship, and run,” which changes ho...
SYS-CON Events announced today that Commvault, a global leader in enterprise data protection and information management, has been named “Bronze Sponsor” of SYS-CON's 18th International Cloud Expo, which will take place on June 7–9, 2016, at the Javits Center in New York City, NY, and the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Commvault is a leading provider of data protection and information management...
SYS-CON Events announced today that AppNeta, the leader in performance insight for business-critical web applications, will exhibit and present at SYS-CON's @DevOpsSummit at Cloud Expo New York, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. AppNeta is the only application performance monitoring (APM) company to provide solutions for all applications – applications you develop internally, business-critical SaaS applications you use and the networks that deli...
The maker of automated server migration software reports sales bookings increased 460 percent year-over-year and last week IDC forecast spending on public cloud services will grow to more than $141 billion in 2019. Seems (at last) we are at the tipping point where enterprises are adopting cloud in a big way opening opportunities for those who can help with the transition.
SYS-CON Events announced today that Alert Logic, Inc., the leading provider of Security-as-a-Service solutions for the cloud, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Alert Logic, Inc., provides Security-as-a-Service for on-premises, cloud, and hybrid infrastructures, delivering deep security insight and continuous protection for customers at a lower cost than traditional security solutions. Ful...
@DevOpsSummit taking place June 7-9, 2016 at Javits Center, New York City, and Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 18th International @CloudExpo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. @DevOpsSummit at Cloud Expo New York Call for Papers is now open.
Your business relies on your applications and your employees to stay in business. Whether you develop apps or manage business critical apps that help fuel your business, what happens when users experience sluggish performance? You and all technical teams across the organization – application, network, operations, among others, as well as, those outside the organization, like ISPs and third-party providers – are called in to solve the problem.