www.westfieldreit.ca
WFD.UN on the TSX
info(at)westfieldreit.ca
WINNIPEG, Nov. 10 /CNW/ - Westfield Real Estate Investment Trust (TSX:
WFD.UN) ("Westfield REIT") announced today that it has implemented the
conversion from a closed-end trust to an open-end trust, effective October 31,
2006, which was approved by the holders ("Unitholders") of Westfield REIT at
the special meeting of Unitholders held on January 28, 2006.
The conversion to an open-end trust was implemented by way of the
following transactions:
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1. Westfield REIT incorporated a new wholly-owned subsidiary (the
"General Partner") which acts as the general partner of a newly
formed limited partnership (the "Partnership") controlled by
Westfield REIT;
2. Westfield REIT and the General Partner formed the Partnership as a
limited partnership under the laws of the Province of Manitoba. The
General Partner is the sole general partner of, and has a nominal
economic interest in, the Partnership. The Partnership has two
classes of limited partnership units:
(a) Class B limited partnership units ("Exchangeable LP Units")
which:
(i) entitle the holder(s) thereof to receive distributions of
distributable cash of the Partnership which are the
economic equivalent (to the extent possible) to the
distributions on Units;
(ii) do not entitle the holder(s) thereof to receive notice of,
or to attend and vote at, meetings of limited partners of
the Partnership, except in limited circumstances relating
to matters which affect the rights attaching to the
Exchangeable LP Units;
(iii) entitle the holder(s) thereof to exchange the Exchangeable
LP Unit(s) for Unit(s) on a one-for-one basis (subject to
anti-dilution adjustments); and
(iv) are accompanied by a special voting unit(s) of Westfield
REIT, which are non-participating voting units of Westfield
REIT and entitle the holder thereof to receive notice of,
and to attend and vote at, meetings of Unitholders; and
(b) Class A limited partnership units ("Class A LP Units") which:
(i) entitle the holder thereof to receive distributions of
distributable cash of Partnership after the holders of
Exchangeable LP Units have received the cash distributions
to which they are entitled; and
(ii) entitle the holder thereof to receive notice of, and to
attend and vote at, meeting of limited partners of the
Partnership.
Westfield REIT owns all of the issued and outstanding
Class A LP Units of the Partnership; and
3. Westfield amended and restated its declaration of trust to implement
the conversion to an open-end trust.
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Westfield REIT obtained an advance tax ruling from Canada Revenue Agency
confirming that the conversion to an open-end trust does not result in a
taxable event to current Unitholders at the time of such conversion.
Westfield REIT is a growth-oriented real estate investment trust focused
exclusively on commercial properties located in primary and growing secondary
markets in western Canada, particularly in Alberta. Westfield's goal is to
provide unitholders the opportunity to invest in high-quality western Canadian
office, retail and industrial properties, as well as to provide monthly cash
distributions that are stable, tax efficient, and growing over time.
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The TSX does not accept responsibility for the adequacy or
accuracy of this press release.
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