- Plazacorp offer of $8.35 is
superior to Huntingdons $8.00
FREDERICTON AND
TORONTO, April 11, 2013 /CNW/ - Plazacorp Retail
Properties Ltd. (TSXV: PLZ) ("Plazacorp") and KEYreit (TSX:
KRE.UN) ("KEYreit") today reiterate the superiority of
Plazacorp's offer to acquire 100% of the issued and outstanding
trust units (the "Units") of KEYreit for $8.35 per Unit (the "Plazacorp
Offer") over Huntingdon Capital Corp.'s ("Huntingdon") $8.00 per Unit offer (the "Huntingdon Amended
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, representing approximately 50% of the
consideration, 1.7041 Plazacorp shares per Unit or any combination
thereof, subject to proration. John
Bitove, CEO of KEYreit and its largest shareholder, has
agreed to tender all of his Units (approximately 16.3% of the
outstanding Units) and announced yesterday his intention to elect
to receive all of his consideration in Plazacorp shares. The
result of this is that all other unitholders electing to receive
cash under the Plazacorp offer would be entitled to receive
approximately $5.00 in cash and
0.6862 of a Plazacorp Share per Unit, representing approximately
60% cash consideration for the outstanding Units. At
Plazacorp's mid-day trading price of $4.74, and based on Mr. Bitove electing for all
Plazacorp shares, the resulting value per Unit is approximately
$8.24.
Additionally, the Plazacorp Offer will remain
open for acceptance until May 16,
2013. Until this time, KEYreit unitholders will
receive an incremental $0.05 per Unit
by way of KEYreit's monthly distribution. Unlike the
Plazacorp Offer, the Huntingdon Amended Offer expires on
April 11, 2013 and, as such, would
preclude KEYreit unitholders from participating in KEYreit's
distribution payable to unitholders of record on April 30, 2013.
KEYreit reiterates to unitholders the
superiority of the Plazacorp Offer as compared to the Huntingdon
Amended Offer, which Huntingdon
announced Monday (April 8, 2013) was
their best and final offer. Unitholders should not tender to
Huntingdon's Amended Offer and
should withdraw Units that have already been tendered.
Full details of the Plazacorp Offer, including
additional reasons to accept the Plazacorp Offer, are included in
the take-over bid circular, which along with the Trustees' Circular
are available on SEDAR at www.sedar.com.
Unitholders who have tendered Units to
Huntingdon's Amended Offer and who
wish to obtain advice or assistance in withdrawing their Units are
urged to contact their broker or Kingsdale Shareholder Services
Inc., the information agent retained by KEYreit, at
1-888-518-1562. Alternatively, 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 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.