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
The current age of digital transformation means that IT organizations must adapt their toolset to cover all digital experiences, beyond just the end users’. Today’s businesses can no longer focus solely on the digital interactions they manage with employees or customers; they must now contend with non-traditional factors. Whether it's the power of brand to make or break a company, the need to monitor across all locations 24/7, or the ability to proactively resolve issues, companies must adapt to...
In his session at 20th Cloud Expo, Scott Davis, CTO of Embotics, discussed how automation can provide the dynamic management required to cost-effectively deliver microservices and container solutions at scale. He also discussed how flexible automation is the key to effectively bridging and seamlessly coordinating both IT and developer needs for component orchestration across disparate clouds – an increasingly important requirement at today’s multi-cloud enterprise.
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...
We are seeing a major migration of enterprises applications to the cloud. As cloud and business use of real time applications accelerate, legacy networks are no longer able to architecturally support cloud adoption and deliver the performance and security required by highly distributed enterprises. These outdated solutions have become more costly and complicated to implement, install, manage, and maintain.SD-WAN offers unlimited capabilities for accessing the benefits of the cloud and Internet. ...
In this presentation, you will learn first hand what works and what doesn't while architecting and deploying OpenStack. Some of the topics will include:- best practices for creating repeatable deployments of OpenStack- multi-site considerations- how to customize OpenStack to integrate with your existing systems and security best practices.
"DevOps is set to be one of the most profound disruptions to hit IT in decades," said Andi Mann. "It is a natural extension of cloud computing, and I have seen both firsthand and in independent research the fantastic results DevOps delivers. So I am excited to help the great team at @DevOpsSUMMIT and CloudEXPO tell the world how they can leverage this emerging disruptive trend."
Security, data privacy, reliability and regulatory compliance are critical factors when evaluating whether to move business applications from in-house client hosted environments to a cloud platform. In her session at 18th Cloud Expo, Vandana Viswanathan, Associate Director at Cognizant, In this session, will provide an orientation to the five stages required to implement a cloud hosted solution validation strategy.
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.
Everyone wants the rainbow - reduced IT costs, scalability, continuity, flexibility, manageability, and innovation. But in order to get to that collaboration rainbow, you need the cloud! In this presentation, we'll cover three areas: First - the rainbow of benefits from cloud collaboration. There are many different reasons why more and more companies and institutions are moving to the cloud. Benefits include: cost savings (reducing on-prem infrastructure, reducing data center foot print, redu...
DXWorldEXPO LLC announced today that "IoT Now" was named media sponsor of CloudEXPO | DXWorldEXPO 2018 New York, which will take place on November 11-13, 2018 in New York City, NY. IoT Now explores the evolving opportunities and challenges facing CSPs, and it passes on some lessons learned from those who have taken the first steps in next-gen IoT services.
Founded in 2000, Chetu Inc. is a global provider of customized software development solutions and IT staff augmentation services for software technology providers. By providing clients with unparalleled niche technology expertise and industry experience, Chetu has become the premiere long-term, back-end software development partner for start-ups, SMBs, and Fortune 500 companies. Chetu is headquartered in Plantation, Florida, with thirteen offices throughout the U.S. and abroad.
DXWorldEXPO LLC announced today that ICC-USA, a computer systems integrator and server manufacturing company focused on developing products and product appliances, will exhibit at the 22nd International CloudEXPO | DXWorldEXPO. DXWordEXPO New York 2018, colocated with CloudEXPO New York 2018 will be held November 11-13, 2018, in New York City. ICC is a computer systems integrator and server manufacturing company focused on developing products and product appliances to meet a wide range of ...
SYS-CON Events announced today that DatacenterDynamics has been named “Media 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. DatacenterDynamics is a brand of DCD Group, a global B2B media and publishing company that develops products to help senior professionals in the world's most ICT dependent organizations make risk-based infrastructure and capacity decisions.
René Bostic is the Technical VP of the IBM Cloud Unit in North America. Enjoying her career with IBM during the modern millennial technological era, she is an expert in cloud computing, DevOps and emerging cloud technologies such as Blockchain. Her strengths and core competencies include a proven record of accomplishments in consensus building at all levels to assess, plan, and implement enterprise and cloud computing solutions. René is a member of the Society of Women Engineers (SWE) and a m...
The technologies behind big data and cloud computing are converging quickly, offering businesses new capabilities for fast, easy, wide-ranging access to data. However, to capitalize on the cost-efficiencies and time-to-value opportunities of analytics in the cloud, big data and cloud technologies must be integrated and managed properly. Pythian's Director of Big Data and Data Science, Danil Zburivsky will explore: The main technology components and best practices being deployed to take advantage...