Welcome!

News Feed Item

Partners REIT Issues Letter to Unitholders and Files Management Information Circular

Urges Unitholders To Vote YELLOW Proxy For a Brighter Future

BARRIE, ONTARIO -- (Marketwired) -- 06/19/14 -- Partners Real Estate Investment Trust (the "REIT" or "Partners") (TSX:PAR.UN) announced today that it has filed and mailed to unitholders its Management Information Circular in relation to the Annual and Special Meeting to be held on July 15, 2014.

Partners' Board of Trustees has also issued a Letter to Unitholders, where it highlights the progress made towards stabilizing the REIT and renewing the Board with highly qualified and independent Trustees. It also explains how unitholder support of Partners' Trustees is now more important than ever, in light of the opportunistic New York-based hedge fund Orange Capital, LLC's ("Orange Capital", the "Dissident") ongoing attempts to coerce unitholders into ceding control of their REIT without receiving a full and fair premium in exchange for their units, voting rights and control.

Management and the Board of Trustees recommends that unitholders NOT tender to the Dissident's offer and to vote your YELLOW proxy FOR the REIT'S nominees.

If a unitholder has tendered to Orange Capital's offer, they can withdraw the units prior to the take up of the units by Orange Capital. If you have already submitted a proxy solicited by the Dissident, you may still change your vote by submitting a vote in favour of management of the REIT using Partners' YELLOW proxy - THE LATEST DATED PROXY IS THE PROXY THAT WILL BE COUNTED AT THE MEETING. For more information, contact Laurel Hill Advisory Group at 1-877-452-7184 or [email protected].

The full version of the Letter to Unitholders follows:

June 16, 2014

Dear Unitholders:

Your vote at this year's Annual and Special Meeting is more important than ever. After a challenging few years under a previous management team and a substantially different Board of Trustees, Partners REIT is focused on achieving a clear set of goals. These are to:

--  Stabilize the REIT's corporate governance, leadership and ownership
    structure, 
    
--  Complete the search for a new CEO, and 
    
--  Complete our active and ongoing review of strategic alternatives, which
    currently involves discussions with a number of interested parties and
    could result in some form of transaction, including a potential sale of
    the REIT, a merger, an equity investment by a third party, a
    recapitalization, or some form of asset sale or purchase vend-in
    transaction(s).  

The current Trustees are either newly appointed or have been on the board for less than seven months. This group has taken decisive action to protect and enhance unitholder value by strengthening the Board, initiating a search for a new CEO, engaging independent financial advisors to explore strategic alternatives, and securing an agreement to unwind a controversial transaction - all while continuing to oversee the diligent management of Partners' strong asset portfolio.

Partners REIT is putting forward a renewed slate of Trustees comprised of highly qualified and independent individuals, plus our Acting CEO Jane Domenico who, though not independent because of her executive role, brings over 20 years of real estate expertise and deep knowledge of our asset base to the table. Jane has brought considerable experience and stability to the REIT as Acting Chief Executive Officer and will bring a valuable perspective to the Board.

Our other four nominees have all joined the Board within the past seven months and are best positioned to represent the interests of all unitholders. Marc Charlebois and I are the longest-serving Trustees. We have come to know the REIT's people, its assets, and the path forward. Marc and I have also worked tirelessly - and successfully - to secure an agreement to reverse a property transaction (the Holyrood transaction that the REIT entered into shortly after we joined the Board, as discussed more fully in the "Reasons To Vote For Partners REIT's Trustees" section of the Management Information Circular).

Stephen Dulmage and Dexter John are two outstanding recent additions to the Board. Mr. Dulmage, a chartered accountant, is an expert in financial matters, having been CFO at RBC Dominion Securities for many years, and brings a unitholder's perspective to the Board. Mr. John is a lawyer and an expert on governance matters. Both are independent of Partners and Orange Capital.

What the REIT needs now is stability. The current set of Trustees, with the help of National Bank Financial, has embarked on a strategic review process to consider all value-maximizing alternatives available to the REIT and all of its unitholders. The REIT has received multiple written non-binding expressions of interest in pursuing a transaction with the REIT. National Bank Financial believes that should the strategic review be allowed to continue to completion and without significant changes to the current circumstances, that a value enhancing transaction could be available to the REIT that would benefit all unitholders. Orange Capital's plan derails this process.

Vote Only Your YELLOW Proxy FOR Partners' Trustees

Voting the Yellow proxy FOR Partners' Trustees is the most important thing you can do to give Partners the stability it needs to realize the full value of your investment.

We are also asking unitholders NOT to tender to Orange Capital's coercive offer to buy 10% of the units at $5.00 per unit. As discussed more fully in the following pages, unitholders have greater certainty of receiving liquidity and value for their units by selling in the open market than by tendering to Orange Capital's offer. That is because Orange Capital will pro-rate any shares over 10% that may be tendered, but will keep your voting rights, unless you take further action to retrieve them, whether you get paid or not.

The Opportunist - Hedge Fund Orange Capital, LLC

But that's not the most shocking part. This is: Orange Capital is a New York-based hedge fund with approximately $1.2 billion in assets under management, but an ownership stake in your REIT of only 1,000 units, or approximately $5,000 - yes, $5,000! This quite likely makes Orange Capital one of our smallest unitholders, and yet they are purporting to run a slate of nominees to replace the entire Board.

If that strikes you as unfair and likely not in your interests, we agree.

The advance notice provisions in the REIT's Declaration of Trust require anyone seeking to nominate candidates for election to the REIT's Board of Trustees to follow certain simple rules, such as meeting certain notice deadlines and requirements. These rules are commonplace among Canadian publicly-listed companies, and have been plainly disclosed in our proxy materials for well over a year. For whatever reason Orange Capital has not complied with your REIT's advance notice requirements, yet they have gone ahead and mailed a Dissident Proxy Circular purporting to nominate a slate of Trustees for election at the July 15 Annual and Special Meeting.

Our view is that they are not permitted to take this action and we will be seeking to enforce our rights to prevent Orange from waging this costly and distracting proxy campaign.

Knowing what you know about Orange so far, the question has to be: Whose interest do you suppose Orange Capital represents? I urge you to consider the details on page 4 of the proxy circular, titled "Orange Capital's Engagement With Partners REIT." It outlines very clearly that Orange Capital has consistently and aggressively worked to serve its own interests, not yours. This is just one reason why your Board continues to recommend that you DO NOT tender to Orange Capital's latest partial offer and that you THROW AWAY any purported proxy materials they may send you.

Your Trustees Are Moving The REIT Forward

The current Trustees are working to stabilize the REIT and committed to unlocking its value for the benefit of all unitholders. We respectfully recommend that you vote FOR the REIT nominated Trustees on the YELLOW form of proxy and that you THROW OUT the proxy asking you to vote for the Orange dissident slate of trustees.

It's time to turn the page on the challenges of the past but we need your support on the YELLOW proxy in order to deliver a brighter future.

On behalf of the Board of Trustees, I thank you in advance for your support and I hope to see you at the Meeting.

Sincerely,

Joseph Feldman                                                              
Chair of the Board of Trustees                                              
Partners Real Estate Investment Trust                                       

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:
Laurel Hill Advisory Group
1-877-452-7184 (416-304-0211)
[email protected]

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

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
DXWorldEXPO LLC announced today that Kevin Jackson joined the faculty of CloudEXPO's "10-Year Anniversary Event" which will take place on November 11-13, 2018 in New York City. Kevin L. Jackson is a globally recognized cloud computing expert and Founder/Author of the award winning "Cloud Musings" blog. Mr. Jackson has also been recognized as a "Top 100 Cybersecurity Influencer and Brand" by Onalytica (2015), a Huffington Post "Top 100 Cloud Computing Experts on Twitter" (2013) and a "Top 50 C...
"Venafi has a platform that allows you to manage, centralize and automate the complete life cycle of keys and certificates within the organization," explained Gina Osmond, Sr. Field Marketing Manager at Venafi, in this SYS-CON.tv interview at DevOps at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
"This week we're really focusing on scalability, asset preservation and how do you back up to the cloud and in the cloud with object storage, which is really a new way of attacking dealing with your file, your blocked data, where you put it and how you access it," stated Jeff Greenwald, Senior Director of Market Development at HGST, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
In a world where the internet rules all, where 94% of business buyers conduct online research, and where e-commerce sales are poised to fall between $427 billion and $443 billion by the end of this year, we think it's safe to say that your website is a vital part of your business strategy. Whether you're a B2B company, a local business, or an e-commerce site, digital presence is key to maintain in your drive towards success. Digital Performance will take priority in 2018 for the following reason...
Rodrigo Coutinho is part of OutSystems' founders' team and currently the Head of Product Design. He provides a cross-functional role where he supports Product Management in defining the positioning and direction of the Agile Platform, while at the same time promoting model-based development and new techniques to deliver applications in the cloud.
All organizations that did not originate this moment have a pre-existing culture as well as legacy technology and processes that can be more or less amenable to DevOps implementation. That organizational culture is influenced by the personalities and management styles of Executive Management, the wider culture in which the organization is situated, and the personalities of key team members at all levels of the organization. This culture and entrenched interests usually throw a wrench in the work...
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...
Business professionals no longer wonder if they'll migrate to the cloud; it's now a matter of when. The cloud environment has proved to be a major force in transitioning to an agile business model that enables quick decisions and fast implementation that solidify customer relationships. And when the cloud is combined with the power of cognitive computing, it drives innovation and transformation that achieves astounding competitive advantage.
IoT is rapidly becoming mainstream as more and more investments are made into the platforms and technology. As this movement continues to expand and gain momentum it creates a massive wall of noise that can be difficult to sift through. Unfortunately, this inevitably makes IoT less approachable for people to get started with and can hamper efforts to integrate this key technology into your own portfolio. There are so many connected products already in place today with many hundreds more on the h...
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...
"Software-defined storage is a big problem in this industry because so many people have different definitions as they see fit to use it," stated Peter McCallum, VP of Datacenter Solutions at FalconStor Software, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
"Our strategy is to focus on the hyperscale providers - AWS, Azure, and Google. Over the last year we saw that a lot of developers need to learn how to do their job in the cloud and we see this DevOps movement that we are catering to with our content," stated Alessandro Fasan, Head of Global Sales at Cloud Academy, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
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...
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...
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.