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TORONTO,– Partners Real Estate Investment Trust (the “REIT” or “Partners”) (TSX: PAR.UN) today announced that it has closed the previously announced sale of its eleven retail properties in Québec (the “Québec Sale Transaction”). Partners also announced a special cash distribution to all unitholders (“Unitholders”) of the REIT of a portion of the net proceeds from the Québec Sale Transaction, and the decision of Partners’ board of trustees (the “Board”) to discontinue the monthly cash distribution.
Québec Sale Transaction
The net cash proceeds from the sale of the REIT’s retail properties in Québec were approximately $64 million, after payment of related mortgages and transaction expenses but before giving effect to any customary post-closing adjustments. BMO Capital Markets Real Estate Inc. acted as advisor to Partners REIT on the transaction.
Following the completion of the Québec Sale Transaction, the REIT currently owns eleven retail properties in Ontario and one retail property in Manitoba, aggregating approximately 623,000 square feet of leasable space. As previously disclosed, with the Québec Sale Transaction now complete, the Board intends to review the REIT’s strategic alternatives, including a possible sale of either the REIT itself or some or all of its remaining properties, as well as any other options that may be available and considered by the Board to be in the best interests of the REIT and its Unitholders.
The Board has declared a special cash distribution (the “Special Distribution”) to Unitholders of approximately $59 million, being $1.28 per outstanding unit (a “Unit”) of the REIT.
The record date for Unitholders entitled to receive the Special Distribution is May 16, 2019, and the payment date for the Special Distribution will be May 22, 2019 (the “Payment Date”).
The Toronto Stock Exchange (the “TSX”) has advised the REIT that “Due Bills” are to be used in connection with trades of Units through the facilities of the TSX for the period from and including May 15, 2019 until the close of trading on May 22, 2019 (the “Due Bill Period”). A Due Bill is defined in the TSX Company Manual as an instrument used to evidence the transfer of title to any dividend, distribution, interest, security or right to a listed security contracted for, or evidencing, the obligation of a seller to deliver such dividend, distribution, interest, security or right to a subsequent purchaser.
As a result, buyers of Units during the Due Bill Period will receive the Special Distribution payment, provided they continue to be holders of the applicable Unit on the Payment Date.
The Units will commence trading on an ex-distribution basis (i.e., without an attached Due Bill entitlement to the Special Distribution) commencing at the opening of trading on May 23, 2019. The Due Bill redemption date will be May 24, 2019 (“Due Bill Redemption Date”).
As a result of the Units trading on a Due Bill basis during the Due Bill Period, those entitled to be paid the Special Distribution owing on the Due Bills should expect to receive that payment by the Due Bill Redemption Date. Unitholders prior to the Due Bill Period who do not purchase or sell Units during the Due Bill Period will not have their applicable Special Distribution payment impacted by the Due Bill process.
Monthly Cash Distribution
The Board has reviewed the appropriateness of Partners’ current regular monthly distribution and, in light of the smaller size of the REIT’s property portfolio following the recent sale of all of its Québec retail properties and other factors, including the payment of the Special Distribution, has determined to discontinue the regular monthly cash distribution of $0.015 per Unit commencing in June 2019. The previously announced monthly distribution payable on May 15, 2019 to Unitholders of record on April 30, 2019 will be paid and will be the final regular distribution.
About Partners REIT
Partners is a real estate investment trust that manages a portfolio of retail and mixed-use community and neighbourhood shopping centres located in both primary and secondary markets located mainly in Ontario, Canada.
Certain statements included in this press release constitute forward-looking statements, including, but not limited to, those identified by the expressions “expect”, “will” and similar expressions to the extent they relate to the REIT. The forward-looking statements are not historical facts but reflect the 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, including the declaration of the Special Dividend and the effect of that announcement on the trading price of the Units; the determination of the Board to discontinue the REIT’s regular monthly cash distribution commencing in June 2019 and the materially adverse effect such decision could have on the trading price and liquidity of the Units; the timing and outcome of the Board’s review of strategic alternatives available to the REIT; and the additional factors discussed under the heading “Risk Factors” in the REIT’s most recent annual information form and in the REIT’s other publicly available disclosure documents, as filed by the REIT on SEDAR (www.sedar.com). Although the 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.