NorRock Realty Finance Corporation and Partners Real Estate Investment Trust announce change of date for NorRock special meet...
December 11 2011 - 3:39PM
PR Newswire (Canada)
Not for distribution to U.S. newswire services or for dissemination
in the United States. Any failure to comply with this
restriction may constitute a violation of U.S. securities laws.
TORONTO, Dec. 15, 2011 /CNW/ - NorRock Realty Finance Corporation
("NorRock") and Partners Real Estate Investment Trust ("Partners
REIT") announced today that they have jointly decided to postpone
the closing of the proposed acquisition of assets of NorRock by
Partners REIT and NorRock special meeting of shareholders to
provide more time to consult with NorRock shareholders. This
meeting, originally scheduled for December 15, 2011, will take
place at 10:00 a.m. on January 5, 2012 at the offices of Bennett
Jones LLP, 100 King Street West, Suite 4300, Toronto, Ontario M5X
1A4. The parties expect that the closing of the acquisition will
take place after the January 5, 2012 NorRock meeting. The special
meeting of unitholders of Partners REIT will take place as
originally scheduled for tomorrow, December 15, 2011, at 11:00 a.m.
Eastern time, at the offices of McCarthy Tétrault LLP, 66
Wellington Street West, Suite 5300, Toronto, Ontario M5K 1E6. As
has been the case in prior quarters, NorRock expects to make a
distribution of $0.4219 per NorRock Preferred Share, Series 1 (the
"NorRock Preferred Shares") for the fourth quarter of 2011.
The distribution will be paid to holders of record on December 31,
2011 of NorRock Preferred Shares on the earlier of (i) January 13,
2012; and (ii) the closing of the proposed transaction whereby
Partners REIT will acquire substantially all of the assets of
NorRock. The NorRock Preferred Shares trade on the Toronto Stock
Exchange under the symbol RF.PR.A. If they have not done so
already, NorRock shareholders who do not expect to attend the
meeting in person are urged to complete, sign, date and return the
form of proxy forwarded to them or send it by facsimile to
NorRock's transfer agent, Computershare Investor Services Inc.,
facsimile number: 1-866-249-7775 or 416-263-9524 as instructed on
the form of proxy. The board of directors of NorRock has determined
to accept proxies for the NorRock special meeting up until the time
of the meeting or any further adjournment or postponement thereof.
The trustees of Partners REIT have determined to accept proxies up
until the time of the Partners REIT special meeting or any
adjournment or postponement thereof. Details of both the NorRock
special meeting and the Partners REIT special meeting and the
matters being considered are set out in a joint management proxy
circular (the "Circular") dated November 16, 2011 that has been
mailed to all unitholders of Partners REIT and shareholders of
NorRock. A copy of the Circular is available electronically at
www.sedar.com. Forward-looking Statements Certain statements
included in this press release constitute forward-looking
statements, including, but not limited to, those identified by the
expressions "believe", "expect," "will", "offers the
opportunity", "intend, "look forward" and similar expressions to
the extent they relate to Partners REIT and NorRock. The
forward-looking statements are not historical facts but reflect
Partners REIT's and NorRock'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, including
the payment of dividends to holders of NorRock Preferred Shares;
unitholder and shareholder approval of the proposed transaction and
the proposed consolidation of Partners REIT's units; our ability to
obtain court, regulatory, securityholder and other approvals in
connection with the proposed transaction between Partners REIT and
NorRock; the fulfillment of conditions precedent to closing the
transaction and the successful completion of the proposed
transaction between Partners REIT and NorRock; our expectations
regarding an increase in funds available to Partners REIT as
a result of the acquisition of the assets of NorRock, our
expectations regarding the retention or sale of the mortgages and
other assets acquired by Partners REIT in connection with the
transaction with NorRock; Partners REIT's status as a "real estate
investment trust" and the application of the SIFT Rules (as that
term is defined in the Circular); Partners REIT's intention to
continue to grow and diversify its portfolio; intended
acquisitions; and general economic and industry conditions.
Although Partners REIT and NorRock believe 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. The
forward-looking statements contained in this press release reflect
our current views with respect to future events and are also
subject to certain other risks and uncertainties and other risks
detailed from time-to-time in Partners REIT's and NorRock's ongoing
filings with the securities regulatory authorities, which filings
can be found at www.sedar.com. Actual results, events, and
performance may differ materially from those contemplated in
Partners REIT's forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements.
Neither Partners REIT nor NorRock undertakes any obligation to
publicly update or revise any forward-looking statements either as
a result of new information, future events or otherwise, except as
required by applicable securities laws. Neither the TSX Venture
Exchange nor its Regulation Services Provider (as that term is
defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
Partners REIT CONTACT: Partners REIT:Patrick Miniutti, President
and Chief Operating Officer (250) 940-5500NorRock Realty Finance
Corporation: Jacqueline Boddaert, Chief Executive Officer (416)
479-9510 ext. 305
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