Partners Real Estate Investment Trust And Norrock Realty Finance Corporation Announce Receipt Of Interim Order For Plan Of Ar...

    




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 TORONTO, Nov. 16, 2011 /CNW/ - NorRock Realty Finance Corporation ("NorRock")   and Partners Real Estate Investment Trust ("Partners REIT")  announced today that NorRock has obtained an interim  order of the Ontario Superior Court of Justice. The interim order  provides for, among other things, the holding of a special meeting of  holders of NorRock Preferred Shares, Series 1 and the holders of  NorRock Class A shares (collectively, the "NorRock Shares")  to approve the previously announced plan of arrangement under the Business Corporations Act (Ontario) regarding the sale of substantially all of the assets of  NorRock, consisting of cash, cash equivalents, mortgages and other  assets, to Partners REIT in exchange for the issuance of Partners REIT  units, certain rights to acquire Partners REIT units and cash. 

 NorRock and Partners REIT have posted on SEDAR at www.sedar.com the forms of proxy, a joint management information circular in  connection with the special meetings of the holders of NorRock Shares  (the "NorRock Meeting") and Partners REIT units (the "Partners REIT Meeting") and a first amendment to the acquisition agreement entered into  between NorRock and Partners, amending certain provisions of the plan  of arrangement. 

 The NorRock Meeting will be held on December 15, 2011 at the offices of  Bennett Jones LLP, Suite 3400, First Canadian Place, 100 King Street  West, Toronto, Ontario at 10:00 a.m. (Toronto time) and the proxies and  the joint management information circular are expected be mailed to  holders of NorRock Shares on or about November 23, 2011. This meeting  date has been changed from the previously announced date of December 8,  2011 to December 15, 2011. 

 The Partners REIT Meeting will be held on December 15, 2011 at the  offices of McCarthy Tétrault LLP, Suite 5300, 66 Wellington Street  West, Toronto, Ontario at 11:00 a.m. (Toronto time) and the proxies and  the joint management information circular are expected be mailed to  holders of Partners REIT units on or about November 23, 2011. This  meeting date has been changed from the previously announced date of  December 8, 2011 to December 15, 2011. 

 The joint management information circular describes, among other things,  the particulars of the previously announced proposed acquisition of  substantially all of the assets of NorRock by Partners REIT. At the  NorRock Meeting, NorRock will be seeking approval for the transaction.  At the Partners REIT Meeting, Partners REIT will be seeking approval  for the transaction, including the issuance of units of Partners REIT  units to NorRock. 

 In addition, as previously announced, Partners REIT will be seeking  approval for a consolidation of its units on a one for four basis. If  approved, the holders of Partners REIT units will receive one  post-consolidation unit for every four units held by them as of the  record date for such consolidation. The exercise price and number of  units of Partners REIT issuable upon the exercise of outstanding  options, warrants and convertible debentures will be proportionally  adjusted upon the implementation of the proposed unit consolidation. 

 Further details with regard to the background, reasoning and impact of  the proposed sale of the assets of NorRock are contained in the joint  management information circular dated November 16, 2011, a copy of  which, as discussed above, will be 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 unitholder approval of  the proposed consolidation, our ability to obtain court, regulatory,  securityholder and other approvals in connection with the proposed  transaction with NorRock; the fulfillment of conditions precedent to  closing the transaction and the successful completion of the  transaction with 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; our expectations regarding an  additional payment to the holders of NorRock Class A shares and stock  appreciation rights after the closing of the transaction; Partners  REIT's  intention to continue to grow and diversify its portfolio,  intended acquisitions and general economic and industry conditions.  Although Partners 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.  

 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 the REIT'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 the REIT's forward-looking statements. Readers  are cautioned not to place undue reliance on these forward-looking  statements. The REIT undertakes no 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 [phone]NorRock Realty Finance Corporation: Jacqueline Boddaert, Chief Executive Officer [phone] ext. 305 


    

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