PrefBlog

NorRock Realty Finance Corporation has announced:

NorRock Realty Finance Corporation (“NorRock”) (TSX: RF.A; RF.PR.A; RF.WT) and Partners Real Estate Investment Trust (“Partners REIT”) (TSXV: PAR.UN) announced today that they have entered into an acquisition agreement whereby Partners REIT will acquire all the assets of NorRock, consisting of cash, cash equivalents, mortgages and other assets from NorRock in exchange for the issuance of Partners REIT units, certain rights to acquire Partners REIT units and cash. The transaction will be carried out by NorRock as a plan of arrangement (the “Arrangement”) under the Business Corporations Act (Ontario).

It is anticipated that, at closing, holders of NorRock preferred shares will receive $23.75 per share in Partners REIT units (based on an agreed issue price of $1.73 per Partners REIT unit), and holders of NorRock Class A shares will receive $5.94 per share in Partners REIT units together with Rights (described below) to receive additional value of approximately $1.47 per share, resulting in proceeds potentially totalling approximately $7.41 per NorRock Class A share. The Rights will represent the right to receive a pro rata share of the net value (determined as described below) of the mortgages and other non-cash assets that Partners REIT will purchase from NorRock at closing, to the extent that such net value exceeds $12.6 million. If the net value of those assets so determined reflects NorRock’s current book value for those assets, then the Rights will have a value of approximately $1.47 per NorRock Class A share.

On November 16, the parties announced (not yet on the NorRock website):

NorRock Realty Finance Corporation (“NorRock”) (TSX: RF.A; RF.PR.A) and Partners Real Estate Investment Trust (“Partners REIT”) (TSXV: PAR.UN) 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.
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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.

I will not make a recommendation on this vote.

RF.PR.A was last mentioned on PrefBlog in the post Special Resolution Passes. RF.PR.A is not tracked by HIMIPref™.

This entry was posted on Thursday, November 17th, 2011 at 12:59 pm and is filed under Issue Comments. You can follow any responses to this entry through the RSS 2.0 feed. You can leave a response, or trackback from your own site.