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TORONTO, July 19,
2024 /CNW/ - Padlock Partners UK Fund I ("Fund
I"), Padlock Partners UK Fund II ("Fund II") and Padlock
Partners UK Fund III ("Fund III", and together with Fund I
and Fund II, the "Padlock Funds") today announced that
further to the announcement on June 19,
2024 of the Padlock Funds relating to the proposed
consolidation of the assets of the Padlock Funds through an
acquisition of Fund II and Fund III by Fund I, which will be
renamed Padlock Euro Storage Fund I (the "Merged Fund") by
way of a plan of arrangement (the "Arrangement"), the
Padlock Funds have received discretionary exemptions from the
Ontario Securities Commission (the "OSC") from the certain
requirements of Multilateral Instrument 61-101 — Protection of
Minority Security Holders in Special Transactions ("MI
61-101") which would allow the Padlock Funds to conduct a
single vote of each Padlock Fund with unitholders voting together
as a single class in connection with the previously announced
security holder meetings to approve the Arrangement.
MI 61-101 requires approval of the Arrangement to be received
from a majority of the votes attached to the existing units of each
of the Padlock Funds ("Existing Units") voted by
disinterested unitholders voting separately on a class-by-class
basis at each of the Padlock Fund's meetings. The OSC has granted
exemptive relief from this requirement, and instead unitholders of
each Padlock Fund will vote as a single class, on the basis that,
among other reasons (i) each Padlock Fund's governing declaration
of trust provides that unitholders vote as a single class unless
the nature of the business to be transacted at the meeting affects
holders of one class of units in a manner materially different from
its effect on holders of another class of units, and each Padlock
Fund, the asset managers of the Padlock Funds and the independent
trustees of each Padlock Fund have determined that the Arrangement
does not affect holders of one class of Existing Units in a manner
materially different from its effect on holders of another class of
Existing Units of that Padlock Fund; (ii) as the relative returns
(and, accordingly, the number of units of the Merged Fund to be
received on exchange of Existing Units of each class of each
Padlock Fund) are to be determined in accordance with the terms
established in the governing declaration of trust of each Padlock
Fund that were set at the time of each such issuer's initial public
offering when investors selected their preferred class and
purchased their Existing Units, the interests of the holders of
each class of Existing Units of each Padlock Fund are aligned in
respect of the Arrangement, and (iii) the Arrangement is subject to
a number of procedural mechanisms to ensure the collective
interests of the existing Padlock Fund unitholders were protected,
including, but not limited to, that (a) negotiation of the
Arrangement was overseen by the independent trustees of each
Padlock Fund, (b) both the independent trustees of each Padlock
Fund and the board of trustees of each Padlock Fund have received a
fairness opinion, (c) the independent trustees of each Padlock Fund
determined that the net asset value attributable to each Padlock
Fund, respectively, and the exchange ratio, were
reasonable, (d) each Padlock Fund will hold its respective
meeting to allow unitholders to consider and, if deemed advisable,
approve the Arrangement, and (e) the Padlock Funds have prepared
and delivered to its respective unitholders an information circular
dated June 24, 2024 (the "Information Circular") which
describes the Arrangement.
As of the date hereof and to the knowledge of each of the
Padlock Funds, pursuant to MI 61-101, no Existing Units are held by
existing Padlock Fund unitholders that would not be "disinterested
unitholders" within the meaning of MI 61-101.
Subject to obtaining Court approval and the satisfaction or
waiver of all other conditions relating to the Arrangement, if
unitholder approvals from each of the Padlock Funds are obtained at
each respective meeting, it is anticipated that the Arrangement
will be completed in late-July
2024.
About the Padlock Funds
Each of the Padlock Funds is an unincorporated investment trusts
formed under the laws of the Province of Ontario and was established for the primary
purpose of investing in a diversified portfolio of income producing
commercial real estate properties in the United Kingdom with a focus on self-storage
and mixed-use properties. Currently, the Padlock Funds have
acquired self-storage properties in Bicester, Letchworth,
Leighton Buzzard, Wimbledon, Chippenham, Enfield, Huntingdon, Brentwood, Newmarket, Houghton Regis, Brighton, Watford, Woking, Southend and Seaford.
Forward-Looking Statements
This news release includes certain statements which may
constitute forward-looking information within the meaning of
Canadian securities laws, including, but not limited to, statements
or information relating to the successful completion of the
Arrangement and timing thereof. Such forward-looking information,
in some cases, can be identified by terminology such as "may",
"will", "would", "expect", "plan", "anticipate", "believe",
"intend", "target", "potential", "continue", or the negative
thereof or other similar expressions concerning matters that are
not historical facts.
By their nature, forward-looking statements and information
involve known and unknown risks, uncertainties and other factors
that may be general or specific and which give rise to the
possibility that expectations, forecasts, predictions, projections
or conclusions will not prove to be accurate, that assumptions may
not be correct and that objectives, strategic goals and priorities
may not be achieved. A variety of factors, many of which are beyond
the control of the Padlock Funds, affect the operations,
performance and results of such issuer's and their respective
businesses, and could cause actual results to differ materially
from current expectations of estimated or anticipated events or
results. The reader is cautioned to consider these and other
factors, uncertainties and potential events carefully and not to
put undue reliance on forward-looking information as there can be
no assurance that actual results will be consistent with such
forward-looking information. These risks include, but are not
limited to, the risk of failure to satisfy the conditions to
completion of the Arrangement. For more information on risks
relating to the Arrangement, read the Information Circular.
Information contained in forward-looking statements are based
upon certain material assumptions that were applied in drawing a
conclusion or making a forecast or projection, as well as other
considerations that are believed to be appropriate in the
circumstances.
These forward-looking statements are made as of the date of this
news release and, except as expressly required by law, the Padlock
Funds undertake no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, after the date on which the statements
are made or to reflect the occurrence of unanticipated events.
SOURCE Padlock Partners UK Fund I, Padlock Partners UK Fund II
and Padlock Partners UK Fund III