FREDERICTON, NB
and TORONTO, ON, April 10, 2013 /CNW/ - Plazacorp Retail
Properties Ltd. (TSXV: PLZ) ("Plazacorp") announced today
that it has filed its take-over bid circular (the "Plazacorp
Circular") in connection with the previously announced friendly
offer to acquire 100% of the issued and outstanding trust units
(the "Units") of KEYreit (TSX: KRE.UN) ("KEYreit")
for $8.35 per Unit (the
"Plazacorp Offer"). Under the Plazacorp Offer,
KEYreit unitholders will have the option to tender their Units for
either $8.35 per Unit in cash,
subject to a maximum aggregate cash amount of approximately
$62.1 million, 1.7041 common shares
of Plazacorp ("Plazacorp Shares") per Unit or any
combination thereof, subject to proration.
KEYreit has also filed its trustees' circular
(the "Trustees' Circular"), in which the KEYreit Board
unanimously recommends that KEYreit unitholders reject the
Huntingdon offer, accept the
Plazacorp Offer and tender their Units to the Plazacorp
Offer. The Trustees' Circular is being mailed to unitholders
today together with the Plazacorp Circular. As described in the
Plazacorp Circular, the Plazacorp Offer expires at 8:00pm (Toronto
time) on May 16, 2013, unless
otherwise extended or withdrawn.
The Plazacorp Offer represents a premium of
approximately 35% to the closing price of the Units on the Toronto
Stock Exchange ("TSX") on January 28,
2013, the last trading day before Huntingdon Capital Corp.
("Huntingdon") announced its intention to make an unsolicited
partial offer for Units. The Plazacorp Offer is also a
significantly more attractive offer than Huntingdon's unsolicited amended offer of
$8.00 per Unit.
All of KEYreit's trustees and officers have
indicated an intention to tender their Units to the Plazacorp
Offer, including John Bitove, CEO of
KEYreit, who beneficially owns or controls approximately 16.3% of
the issued and outstanding Units. In addition, Mr. Bitove has
advised that he intends to elect to receive the consideration for
his Units tendered under the Plazacorp Offer solely in Plazacorp
Shares. As a result of this, more cash will be available to
other KEYreit unitholders under the Plazacorp Offer. Assuming
that all other unitholders elect to tender to the cash alternative
under the Plazacorp Offer, unitholders would effectively be
entitled to receive approximately $5.00 in cash and 0.6862 of a Plazacorp Share,
representing approximately 60% cash consideration for the
outstanding Units. Based on the closing price of the Plazacorp
Shares on April 9, 2013 of
$4.65, and assuming full proration,
this implies an $8.18 per Unit value
for KEYreit unitholders under the Plazacorp Offer.
Full details of the Plazacorp Offer are included
in the take-over bid circular, which along with the Trustees'
Circular, has been filed on SEDAR and will be available at
www.sedar.com.
KEYreit has retained Kingsdale Shareholder
Services Inc. ("Kingsdale") as information agent.
Kingsdale can be contacted by holders of Units at 1-888-518-1562
for (i) requests or further information, (ii) advice or assistance
in withdrawing their Units from the Huntingdon offer, or (iii) assistance in
tendering Units to the Plazacorp Offer. Unitholders who have
tendered their Units to Huntingdon
by submitting a Letter of Transmittal to Huntingdon can withdraw their Units before
they have been taken up by Huntingdon by contacting their broker or by
sending a written notice of withdrawal to the Canadian Stock
Transfer Company Inc. at its office in Toronto, Ontario specified in Huntingdon's Letter of Transmittal.
ABOUT PLAZACORP
Plazacorp is a mutual fund corporation and is
one of Atlantic Canada's leading
retail property owners and developers. Plazacorp's current
portfolio includes interests in 119 properties totaling 5.2 million
square feet and additional lands held for development.
Plazacorp's properties include a mix of strip plazas, stand-alone
small box retail outlets and enclosed shopping centres anchored by
approximately 90% national tenants including Shoppers Drug Mart,
Dollarama, Staples, Mark's Work Warehouse, Sobeys, and
others. Our top ten tenants contribute just over 53% of total
rent. Plazacorp is fully internalized, therefore providing
shareholders directly with the synergies that come with an
internalized management structure. Plazacorp has proven its
strong "value-add" capabilities to develop, redevelop and acquire
retail real estate throughout Atlantic
Canada, Quebec and
Ontario. Plazacorp has a
strong track record of generating growth in distributions, having
increased its distributions at least once every year in the last 10
years. As a result of its capabilities, its performance and
its ability to increase dividends, Plazacorp's share price has also
increased significantly since inception.
More information about Plazacorp can be found on
our website at www.plaza.ca or at www.sedar.com.
ABOUT KEYreit
KEYreit (TSX: KRE.UN) is Canada's premier small-box retail property
owner with 225 properties in nine provinces across Canada. KEYreit's properties are well located
and geographically diverse across Canada with the majority of all properties
containing long-term quadruple net leases.
To find out more about KEYreit (TSX: KRE.UN),
visit our website at www.keyreit.com.
CAUTIONARY STATEMENTS REGARDING FORWARD
LOOKING INFORMATION
This news release contains forward looking
statements relating to our operations and the environment in which
we operate, which are based on our expectations, estimates,
forecasts and projections. These statements are not future
guarantees of future performance and involve risks and
uncertainties that are difficult to control or predict. Therefore,
actual outcomes and results may differ materially from those
expressed in these forward looking statements. Readers, therefore,
should not place undue reliance on any such forward looking
statements. Further, a forward looking statement speaks only as of
the date on which such statement is made. We undertake no
obligation to publicly update any such statement, to reflect new
information or the occurrence of future events or circumstances,
except for forward-looking information disclosed in prior
disclosures which, in light of intervening events, requires further
explanation to avoid being misleading.
Neither the TSXV nor its Regulation Services
Provider (as that term is defined in policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
SOURCE PLAZACORP RETAIL PROPERTIES LTD.