Plazacorp/KEYreit

Documents
(SEDAR filing: 29 May 2013) Circular of KEYreit for acquisition of its remaining units by Plazacorp Retail Properties Ltd. ("Plazacorp") (592 K). Davies
Summaries
Summary Under
Tax Topics - Public Transactions - Mergers & Acquisitions - REIT/Income Fund/LP Acquisitions - Subsequent Acquisition Transactions (REITs)
Completion of Plazacorp acquisition of KEYreit

See full summary under Declaration of Trust Amendment - Cash or Shares.

Summary Under
Tax Topics - Public Transactions - Mergers & Acquisitions - Subsequent Acquisition Transactions - Declaration of Trust Amendment - Cash or Shares
Completion of Plazacorp acquisition of KEYreit
Previous Offer

. On May 16, 2013, Plazacorp acquired 88.5% of the units of KEYreit pursuant to its April 10, 2013 offer to purchase all the KEYreit units for $8.35 cash, or 1.7041 Plazacorp shares, or a combination thereof (subject to proration), per KEYreit unit. See previous Circular.

Subsequent acquisition transaction

. This is to be the subsequent acquisition transaction contemplated in the above Offer. Pursuant to amendments to the KEYreit Declaration of Trust, KEYreit will have the right to cause all of the remaining units to be sold to Plazacorp for the same consideration as under the bid, subject to the same overall (cash or share) consideration limits. A unitholder who does not elect will receive $4.175 in cash and 0.85205 Plazacorp shares for each unit.

MI 61-101

. Plazacorp and KEYreit believe that the Units acquired by Plazacorp under its offer can, when voted by Plazacorp, be included for purposes of the minority approval requirements of MI 61-101 (other than with respect to 2.4M units acquired from John Bitove pursuant to a lock-up agreement), as inter alia the consideration offered under this second step acquisition is equal in value to, and in the same form as, the consideration offered under the Offer. Similarly, exemption from a requirement to prepare a valuation is being relied upon.

Canadian tax consequences

Residents. In the absence of an s. 85 election, the exchange will occur on a non-rollover basis. The deadline for providing an s. 85(1) election form to Plazacorp is 45 days after the purchase of the KEYreit units (failing which, the joint election will not be made).

Non-residents

. Standard taxable Canadian property disclosure.

If the Units are taxable Canadian property at the time of disposition, other than being taxable Canadian property solely due to a deeming provision under the Tax Act, and if KEYreit does not qualify as a "mutual fund trust" (as defined in the Tax Act) at that time, then the notification and withholding provisions of section 116 of the Tax Act and any applicable provincial equivalent may apply, in which case the purchaser may be required to deduct or withhold an amount from any payment made to a Non-Resident Unitholder in respect of the acquisition of Units.

Plazacorp

Standard mutual fund corporation disclosure.