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.

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
With all the incredible momentum behind the Internet of Things (IoT) industry, it is easy to forget that not a single CEO wakes up and wonders if “my IoT is broken.” What they wonder is if they are making the right decisions to do all they can to increase revenue, decrease costs, and improve customer experience – effectively the same challenges they have always had in growing their business. The exciting thing about the IoT industry is now these decisions can be better, faster, and smarter. Now ...
WebRTC is about the data channel as much as about video and audio conferencing. However, basically all commercial WebRTC applications have been built with a focus on audio and video. The handling of “data” has been limited to text chat and file download – all other data sharing seems to end with screensharing. What is holding back a more intensive use of peer-to-peer data? In her session at @ThingsExpo, Dr Silvia Pfeiffer, WebRTC Applications Team Lead at National ICT Australia, looked at differ...
The cloud market growth today is largely in public clouds. While there is a lot of spend in IT departments in virtualization, these aren’t yet translating into a true “cloud” experience within the enterprise. What is stopping the growth of the “private cloud” market? In his general session at 18th Cloud Expo, Nara Rajagopalan, CEO of Accelerite, explored the challenges in deploying, managing, and getting adoption for a private cloud within an enterprise. What are the key differences between wh...
"Splunk basically takes machine data and we make it usable, valuable and accessible for everyone. The way that plays in DevOps is - we need to make data-driven decisions to delivering applications," explained Andi Mann, Chief Technology Advocate at Splunk and @DevOpsSummit Conference Chair, in this SYS-CON.tv interview at @DevOpsSummit at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
"Logz.io is a log analytics platform. We offer the ELK stack, which is the most common log analytics platform in the world. We offer it as a cloud service," explained Tomer Levy, co-founder and CEO of Logz.io, in this SYS-CON.tv interview at DevOps Summit, held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA.
Adding public cloud resources to an existing application can be a daunting process. The tools that you currently use to manage the software and hardware outside the cloud aren’t always the best tools to efficiently grow into the cloud. All of the major configuration management tools have cloud orchestration plugins that can be leveraged, but there are also cloud-native tools that can dramatically improve the efficiency of managing your application lifecycle. In his session at 18th Cloud Expo, ...
In his session at @DevOpsSummit at 19th Cloud Expo, Robert Doyle, lead architect at eCube Systems, will examine the issues and need for an agile infrastructure and show the advantages of capturing developer knowledge in an exportable file for migration into production. He will introduce the use of NXTmonitor, a next-generation DevOps tool that captures application environments, dependencies and start/stop procedures in a portable configuration file with an easy-to-use GUI. In addition to captur...
"ReadyTalk is an audio and web video conferencing provider. We've really come to embrace WebRTC as the platform for our future of technology," explained Dan Cunningham, CTO of ReadyTalk, in this SYS-CON.tv interview at WebRTC Summit at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Due of the rise of Hadoop, many enterprises are now deploying their first small clusters of 10 to 20 servers. At this small scale, the complexity of operating the cluster looks and feels like general data center servers. It is not until the clusters scale, as they inevitably do, when the pain caused by the exponential complexity becomes apparent. We've seen this problem occur time and time again. In his session at Big Data Expo, Greg Bruno, Vice President of Engineering and co-founder of StackIQ...
One of the hottest areas in cloud right now is DRaaS and related offerings. In his session at 16th Cloud Expo, Dale Levesque, Disaster Recovery Product Manager with Windstream's Cloud and Data Center Marketing team, will discuss the benefits of the cloud model, which far outweigh the traditional approach, and how enterprises need to ensure that their needs are properly being met.
Containers have changed the mind of IT in DevOps. They enable developers to work with dev, test, stage and production environments identically. Containers provide the right abstraction for microservices and many cloud platforms have integrated them into deployment pipelines. DevOps and Containers together help companies to achieve their business goals faster and more effectively. In his session at DevOps Summit, Ruslan Synytsky, CEO and Co-founder of Jelastic, reviewed the current landscape of D...
In 2014, Amazon announced a new form of compute called Lambda. We didn't know it at the time, but this represented a fundamental shift in what we expect from cloud computing. Now, all of the major cloud computing vendors want to take part in this disruptive technology. In his session at 20th Cloud Expo, John Jelinek IV, a web developer at Linux Academy, will discuss why major players like AWS, Microsoft Azure, IBM Bluemix, and Google Cloud Platform are all trying to sidestep VMs and containers...
IoT is at the core or many Digital Transformation initiatives with the goal of re-inventing a company's business model. We all agree that collecting relevant IoT data will result in massive amounts of data needing to be stored. However, with the rapid development of IoT devices and ongoing business model transformation, we are not able to predict the volume and growth of IoT data. And with the lack of IoT history, traditional methods of IT and infrastructure planning based on the past do not app...
The many IoT deployments around the world are busy integrating smart devices and sensors into their enterprise IT infrastructures. Yet all of this technology – and there are an amazing number of choices – is of no use without the software to gather, communicate, and analyze the new data flows. Without software, there is no IT. In this power panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, Dave McCarthy, Director of Products at Bsquare Corporation; Alan Williamson, Principal ...
DevOps and microservices are permeating software engineering teams broadly, whether these teams are in pure software shops but happen to run a business, such Uber and Airbnb, or in companies that rely heavily on software to run more traditional business, such as financial firms or high-end manufacturers. Microservices and DevOps have created software development and therefore business speed and agility benefits, but they have also created problems; specifically, they have created software securi...