Dundee Properties Limited Partnership - Press Release

EARLY WARNING REPORT FILED PURSUANT TO NATIONAL INSTRUMENT 62-103

TORONTO, Oct. 11, 2012 /CNW/ -

1.	The name and address of the offeror:
	Name:	Dundee Properties Limited Partnership ("DPLP")
	Address:	State Street Financial Centre 30 Adelaide Street East Suite 1600 Toronto, Ontario M5C 3H1
2.	The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances:
	In connection with the initial public offering of Dundee Industrial Real Estate Investment Trust (the "REIT") pursuant to the final prospectus of the REIT dated September 26, 2012 (the "Prospectus"), DPLP acquired beneficial ownership of: (a) an aggregate of 16,034,631 special voting units ("Special Voting Units") of the REIT, representing 100% of the issued and outstanding Special Voting Units, together with (b) the corresponding 16,034,631 LP Class B limited partnership units ("LP B Units") of Dundee Industrial Limited Partnership ("Industrial Partnership"), the operating subsidiary of the REIT, representing 100% of the issued and outstanding LP B Units. The LP B Units are economically equivalent to and exchangeable on a one-for-one basis for units of the REIT. Through its ownership of LP B Units, DPLP holds a 47.1% effective interest in the REIT (on a fully exchanged basis). The Special Voting Units and the LP B Units were acquired on October 4, 2012, the date of completion of the initial public offering of the REIT.
3.	The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file the news release:
	See Item 2 above.
4.	The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph (c) over which:
	(a)	the offeror, either alone or together with any joint actors, has ownership and control,
		See Items 2 above.
	(b)	the offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor, and
		Not applicable.
	(c)	the offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.
		Not applicable.
5.	(a)	The name of the market in which the transaction or occurrence took place:
		Not applicable. The securities were acquired by the offeror directly from the REIT and Industrial Partnership.
	(b)	the value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release:
		The consideration was equal to $10.00 per LP B Unit, and was satisfied by the transfer of industrial properties by the offeror and certain of its subsidiaries, as more particularly described in the Prospectus.
6.	The purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer:
	The offeror acquired the Special Voting Units and the LP B Units referred to above for investment purposes in connection with the initial public offering of the REIT. The offeror may acquire additional securities of the REIT in the future, but has no present intention to do so.
7.	The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities:
	Exchange and Support Agreement
	On closing of the initial public offering, the REIT, Industrial Partnership and DPLP and its subsidiaries who hold LP B Units (collectively, the "Transferors") entered into an Exchange and Support Agreement (the "Exchange Agreement"), pursuant to which the REIT agreed, among other things, with Industrial Partnership and the holders of the LP B Units to issue units upon the exchange of LP B Units in accordance with their terms or upon the election of a holder of LP B Units to receive distributions on LP B Units in the form of units on a basis equivalent to the rights of unitholders of the REIT participating in the distribution reinvestment plan of the REIT. Upon an exchange, the corresponding number of special trust units will be cancelled. A holder of an LP B Unit will have the right to initiate the exchange procedure at any time, subject to certain conditions.
	The Exchange Agreement also provides for the right of the REIT to require the holders of all but not less than all of the LP B Units to exchange their LP B Units in certain circumstances, including in the event of an amalgamation, merger, arrangement, take-over bid or other transaction with respect to the REIT. The Exchange Agreement also provides for the automatic exchange of LP B Units for units in the event of a liquidation, dissolution or winding-up of the REIT.
	The Exchange Agreement provides DPLP (on behalf of itself and the Transferors who hold LP B Units) with "piggy-back" and demand registration rights.
	For further information regarding the Exchange Agreement, please refer to the Prospectus.
	Underwriting Agreement
	Pursuant to the underwriting agreement for the initial public offering of the REIT, DPLP has agreed with the underwriters not to offer, sell, grant any option to purchase or otherwise dispose of (or agree to, or announce any intention to do so) any LP B Units or REIT units for a period of 180 days following the closing of the initial public offering of the REIT.
8.	The names of any joint actors in connection with the disclosure required by this Form
	Not applicable.
9.	In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value of the consideration paid by the offeror:
	See Item 5(b) above.
10.	If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 of the National Instrument 62-103 in respect of the reporting issuer's securities.
	No other changes other than those described herein.
11.	If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance:
	Not applicable.

 

  

 

SOURCE: Dundee Properties Limited Partnership

Dundee Properties Limited Partnership

Michael J. Cooper
President and Chief Executive Officer
[phone]
[email protected]

Mario Barrafato
Senior Vice-President and Chief Financial Officer
[phone]
[email protected]