This notice is directed to all persons and entities, wherever they may reside or be domiciled, who held units of Partners Real Estate Investment Trust (Partners REIT or the REIT) as of the close of trading on April 1, 2014, other than Excluded Persons (the Class or Class Members). Excluded Persons are the defendants, and any entities owned or controlled by the defendants; past or present subsidiaries or affiliates of Partners REIT and Holyrood Holdings Limited (Holyrood); and past or present officers, directors, senior employees, partners, legal representatives, heirs, predecessors, successors and assigns of the defendants and their immediate family members.
THE CLASS ACTION
On November 28, 2014, the plaintiff Daniel Locking (the Plaintiff) commenced this action in the Ontario Superior Court of Justice (the Court) against certain former trustees and former officer of Partners REIT, and certain third parties (the Defendants). Partners REIT is not a defendant in the class action. On November 8, 2016, the Court certified the action, styled Locking v. McCowan et al., Court File No. CV-14-517117-00CP (the Class Action) as a class proceeding.
The Class Action relates to the circumstances surrounding Partner REITs decision to enter a transaction, announced on April 2, 2014 (the Transaction), for the purchase of three Ontario properties from Holyrood Holdings Limited. It was alleged that Holyrood was not dealing at arms length with Partners REITs then CEO and that the Transaction violated the REITs Declaration of Trust and applicable rules of the Toronto Stock Exchange requiring unitholder approval.
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On October 9, 2018, the parties reached a settlement of the Class Action and subsequently executed Minutes of Settlement (the Settlement). The Settlement, which is subject to the approval of the Court, provides for the payment of $4,950,000.00 (the Settlement Funds) in consideration for full and final settlement of the claims of Class Members. The Settlement Funds are inclusive of all legal fees, disbursements, taxes and administration expenses. In return for the Settlement Funds, the Defendants will receive releases and a dismissal of the class action. The Settlement is a compromise of disputed claims and is not an admission of liability, wrongdoing or fault on the part of any of the Defendants, all of whom have denied, and continue to deny, the allegations against them.
The Settlement Funds will be distributed to Class Members after deduction of all legal fees, disbursements, applicable taxes, administration expenses, a levy to the Class Proceedings Fund, and a honourarium to the Plaintiff (the Net Settlement Amount).
The amount of each Class Members actual compensation from the Net Settlement Amount will depend on: (i) the number of units the Class Member owned at the close of trading on April 1, 2014 and (ii) the total number and value of claims for compensation filed by Class Members with the Administrator. It is therefore not possible to predict what any individual Class Members share of the Net Settlement Amount will be.
A copy of the Settlement may be found at www.investigationcounsel.com or by contacting Investigation Counsel P.C. at the contact information provided below.
THE HEARING FOR SETTLEMENT APPROVAL
The Settlement must be approved by the Court before it can be implemented. Class Members may, but are not required to, attend at the settlement approval hearing (the Approval Hearing) which will be held on December 14, 2018 at 10:00 a.m., at the Toronto Courthouse, 130 Queen St West, Toronto, Ontario.
If the Settlement is approved, another notice to Class Members will be published which will provide instructions on how to make a claim to receive compensation from the Settlement. Class Members who approve of, or do not oppose, the Settlement do not need to appear at the Approval Hearing or take any other action at this time.
In addition to seeking the Courts approval of the Settlement, Class Counsel will seek the Courts approval of its legal fees not to exceed 33% of the Settlement Amount, plus disbursements and applicable taxes at the Approval Hearing. Class Counsel will also seek approval of a $15,000 honourarium payment to the Plaintiff.
CLASS MEMBERS MAY OBJECT TO THE SETTLEMENT
Class Members who wish to comment on or object to the Settlement should do so in writing. All objections should be received by Investigation Counsel P.C. (at the address below) no later than December 10, 2018. You may attend at the Approval Hearing whether or not you deliver an objection. The Court may permit you to participate at the hearing whether or not you deliver an objection. A written objection should use the heading Partners REIT Class Action and include all of the following information:
(i) The number of units of Partners REIT you held as of the close of trading on April 1, 2014;
(ii) Your name, mailing address, email address, telephone number, and signature. If you are submitting an objection on behalf of a corporation or other entity, you must state your position and authority to bind the corporation or entity; and
(iii) a brief statement outlining the nature of, and reasons for, the objection;
Your objection should be sent by email, fax or mail to:
Investigation Counsel P.C.
Re: Partners REIT Class Action
350 Bay Street, Suite 300
Toronto ON M5H 2S6
Email: [email protected]
PLEASE DO NOT CONTACT THE COURT WITH INQUIRIES ABOUT THE CLASS ACTION OR THE SETTLEMENT. All inquiries should be directed to Investigation Counsel P.C.
PUBLICATION OF THIS NOTICE HAS BEEN AUTHORIZED BY THE ONTARIO SUPERIOR COURT OF JUSTICE
Investigation Counsel P.C.
Re: Partners REIT Class Action