COUNSEL REAL ESTATE INVESTMENT TRUST ANNOUNCES PROPOSED RESTRUCTURING.TORONTO--(BUSINESS WIRE)--May 9, 1995--COUNSEL REAL ESTATE (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :REI.UN) Counsel Real Estate Investment Trust (TSE - REI.Un) ("Counsel REIT REIT See: Real Estate Investment Trust REIT See real estate investment trust (REIT). ") today announced a proposal to change its management structure. Under the proposed structure, the contract Counsel Management Services Inc. (CMSI CMSI Citicorp Mortgage Services, Inc. CMSI Checkout/Control and Monitor Subsystem Interface (NASA) ) has to provide asset management and administrative services for Counsel REIT, would be terminated for which CMSI would receive a payment of $4.7 million. CMSI would retain property management responsibilities. Mr. Edward Sonshine, Q.C. would be the Chief Executive Officer of Counsel REIT and some CMSI employees would be employed in a full-time capacity. In addition, Counsel REIT's Advisory Committee would be expanded by the addition of two new members who would be independent of CMSI, its affiliates and associates, and Counsel REIT. The duties of the Advisory Committee would be expanded to approximate those of the boards of directors of public corporations. The name Counsel REIT would be changed to "RioCan REIT." The new name reflects not only the proposed new structure, but better expresses its portfolio of retail, industrial and office properties in Canada. Approval for the proposed restructuring will be sought from Counsel REIT's unitholders at its annual and special meeting to be held on Thursday, June 29, 1995. An independent committee of Counsel REIT's advisory committee consisting of Clare Copeland and Michael Stephenson Michael Stephenson may be:
A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. with respect to the proposed restructuring including the amount to be paid to CMSI. The terms of the proposed restructuring, fairness opinion and the details of the valuation of Richardson Greenshields, will be set out in the information circular Information Circular A document sent to shareholders outlining important matters to be discussed at the annual shareholders' meeting. Notes: Sent along with a proxy, the information circular may cover matters such as the election of the Board of Directors, possible to be provided to unitholders of Counsel REIT in connection with the upcoming annual and special meeting. Edward Sonshine, chairman of Counsel Management Services said, "The new structure should enable Counsel REIT to reduce costs, increase unitholder value, and grow in size. And because it would be similar to the traditional structure of REITs in the U.S., Counsel REIT should be more appealing to U.S. buyers. This in turn should increase market liquidity. The new structure should also facilitate the REIT's ability to raise new capital so it can take advantage of the commercial real estate opportunities that exist today." RIGHTS OFFERING Simultaneously with the restructuring, Counsel REIT will also be making a rights offering to its unitholders. In it, one right will be issued for each outstanding unit of Counsel REIT, and it is anticipated that four rights will entitle a holder to acquire one unit of Counsel REIT. To the extent the rights are not fully taken up, CMSI will invest all or a portion of the $4.7 million received for the contract termination Defense procurement: the cessation or cancellation, in whole or in part, of work under a prime contract or a subcontract thereunder for the convenience of, or at the option of, the government, or due to failure of the contractor to perform in accordance with the terms of the contract (default). to purchase units offered under Counsel REIT's rights offering. The net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). of the rights offering will be used by Counsel REIT primarily for the acquisition of additional income producing properties. The exercise price for the rights has not been determined. The rights offering is subject to regulatory and stock exchange approvals and the timing and terms of the offering will be fixed when all requisite approvals have been obtained. Counsel Management Services Inc. manages real estate assets for Counsel REIT (TSE - REI.UN), other institutions and independent owners. It is a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Counsel Corporation (TSE - CXS/NASDAQ - CXSNF). CMSI's property management portfolio consists of 96 shopping centres, 12 office buildings and 10 industrial buildings. Counsel REIT's portfolio consists of 20 commercial properties well located across Canada Across Canada was an afternoon program that formerly aired on The Weather Network. The segment ran from early 1999 until mid 2002. The show ran from 3:00PM ET until 7:00 PM ET. . It includes 13 shopping centres, 3 office buildings, 3 light industrial-use properties and 1 recreational property. CONTACT: Edward Sonshine, Q.C. President & CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. Counsel Management Services Inc. (416) 866-3018 |
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