Prince William Partnership

Kensington II Partnership

Moira Partnership

January 07, 2011 15:09 ET

Prince William Partnership, Kensington II Partnership, Moira Partnership Announce Proposed Unit Consolidation and Privatization

TORONTO, ONTARIO--(Marketwire - Jan. 7, 2011) -

NOT FOR DISTRIBUTION IN THE UNITED STATES

Prince William Partnership, Kensington II Partnership, and Moira Partnership (individually the "Partnership", collectively the "Partnerships") announces that they will ask their unitholders (the "Unitholders") to vote on proposed going-private transactions by way of a consolidation of Partnership units (the "Units") in each Partnership at a ratio of one post-consolidation unit of Partnership (a "New Partnership Unit") for each 10 pre-consolidation Units (individually the "Consolidation", collectively the "Consolidations"). Under the Consolidations, fractions of New Partnership Units will be cancelled and Partnerships will pay consideration of $9,600, in the aggregate, for each Combined Unit(1). Any Limited Partner who would receive less than one New Partnership Unit will cease to be a unitholder of the particular Partnership.

The votes on the Consolidations will take place at special meetings of Unitholders to be held on February 8, 2011 (individually the "Meeting", collectively the "Meetings"). The terms of the Consolidations have been unanimously approved by the Board of Directors of the General Partner of each Partnership.

Each Consolidation must be approved by not less than two-thirds of Unitholders and by a simple majority of the votes cast by minority Unitholders present or represented by proxy at each Meeting. The Unitholders whose votes will not count as part of the minority include Highfield Limited Partnership and Realstar LP Holdings Inc. ("Realstar").

The Partnerships have entered into a support agreement with Realstar, which owns approximately 56% of the Units of the Partnerships. Following the Consolidations, Realstar will be the only Unitholder of the Partnerships.

If the Consolidation is approved at the Meetings, each Partnership will amend its Limited Partnership Agreement to effect the Consolidation. The Partnership will then apply to cease to be a reporting issuer in Canada and ultimately revert to privately-held status. If approved, the Consolidation is anticipated to become effective on or about February 10, 2011.

Forward-Looking Statements

Certain statements contained in this news release, other than statements of fact that are independently verifiable at the date hereof, may constitute forward-looking statements. Such statements, based as they are on the current expectations of management, inherently involve numerous risks and uncertainties, known and unknown, many of which are beyond the Partnerships' control. Such risks include but are not limited to: the impact of general economic conditions, changes in the regulatory environment in the jurisdictions in which the Partnerships do business, stock markets volatility, fluctuations in costs, and changes to the competitive environment due to consolidation, as well as other risks disclosed in public filings of the Partnerships. Consequently, actual future results may differ materially from the anticipated results expressed in the forward-looking statements. The reader should not place undue reliance, if any, on the forward-looking statements included in this news release. These statements speak only as of the date made and the Partnerships are under no obligation and disavows any intention to update or revise such statements as a result of any event, circumstances or otherwise.

John Plumpton (416-315-4825), Bill Robinson (905-934-0578), or David Gardner (416-315-1958)

Directors of 498786 Ontario Limited, general partner of Prince William Partnership; 498782 Ontario Limited, general partner of Kensington II Partnership; and 458498 Ontario Limited, general partner of Moira Partnership.

(1) Combined Unit means one Unit in each of Prince William Partnership, Kensington II Partnership, and Moira Partnership. The consideration for one Unit of Prince William Partnership is $8,799, for one Unit of Kensington II Partnership is $800, and for one Unit of Moira Partnership is $1.

Contact Information

  • John Plumpton
    416-315-4825
    or
    Bill Robinson
    905-934-0578
    or
    David Gardner
    416-315-1958