Primaris Retail REIT Announces Extension of Management Contracts
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TORONTO, ONTARIO, Jan 15 (MARKET WIRE) --
Contract Amendments
Primaris Retail REIT (TSX: PMZ.UN) is pleased to report that Primaris and
Oxford Properties, its asset and property manager, have agreed in
principle to amend and extend the existing asset and property management
agreements between the parties through to the end of 2009, subject to
entering into definitive documentation on or before January 31, 2008.
Roland Cardy, Chairman of the Board of Trustees commented, "Primaris has
been extremely well served by its external manager, Oxford Properties
Group. The quality and scale of Oxford's real estate platform have
enabled Primaris to deliver strong operating results and an active
acquisition pipeline. As Trustees and unitholders, we have had the
benefit of governance systems and human resources that are not ordinarily
available to internally managed REITs of our size."
Mr. Cardy went on to say that internalization is expected to occur at the
end of 2009. "While we are going to be very well served by the extension
to the end of 2009, the Board also has concluded that Primaris has grown
considerably and should internalize management at some point. We have
chosen the end of 2009 to do that and therefore have not committed to a
long term extension."
Term
The two contracts will have a term of 18 months, from July 2008 to
December 31, 2009. The future direction is to internalize management.
This extension allows both parties to participate in an orderly
transition.
Fees
The fee structure has been amended effective July, 2008.
Property Management Agreement
The basic fee will be 3.5% of Gross Revenues, up from the 3.0% previously
charged.
Leasing fees under the existing agreement will remain unchanged.
Operating expenses directly incurred by the external manager on behalf of
Primaris assets will continue to be charged to the operation of the
assets.
Oxford also charges a platform management fee for centralized services
and that charge is increasing from that originally established in 2003 to
a level consistent with what Oxford charges other owners.
Asset Management Agreement
The base asset management fee is unchanged and is at the lower end of
comparable fees for such services in the marketplace at 25 basis points
of Gross Asset Value. The manager will continue to be required to take at
least $500,000 per year of its base fee in Primaris units.
The incentive fee will have the hurdle rate reset to equal the as yet not
reported fully diluted Funds From Operation ("FFO") per unit for the
twelve months ending June 30, 2008. The manager will continue to be
required to take the incentive fee, if earned, in Primaris units. The
measure of the hurdle has been changed from Distributable Income ("DI")
to FFO because Primaris recently deleted DI from its Declaration of
Trust. The expected impact of the change in hurdle rate will be to reduce
the amount of the incentive fee in future years.
Acquisition Fee
There will be a new acquisition fee applied to real property acquisitions
completed during the 18 month extension term. The fee will be charged at
the rate of 50 basis points of the purchase price of the assets in
question.
Disposition Fee
There will be a disposition fee applied to the sale price of real
property dispositions equal to 50 basis points on sales completed during
the 24 months ended December 31, 2009. The fee will not be levied against
the first $200 million of dispositions made by the REIT. The $200 million
exclusion exists to allow the REIT some room for capital redeployment
activity without incurring this fee during the extension term. The
rationale behind this fee is to allow the manager some certainty in its
management revenue while it proceeds with the transition to
internalization of the REIT. Consistent with this thought, the rate of
fee reduces gradually during the last six months of the extended term.
Financial Impact
The existing fee structure was established in 2003 and there have been no
changes since. Under the terms of the new contract, the annual gross fees
payable to Oxford commencing in August 2008 on the REIT's current
portfolio are expected to increase by approximately $3.2 million. The
exact amount of the fees will depend upon acquisition and disposition
activity levels of the REIT.
Governance
A committee of independent trustees advised by independent advisors and
the REIT's auditor KPMG reviewed the renewal arrangements with Oxford and
alternatives including immediate internalization. The board endorsed the
committee's recommendations to renew with Oxford until the end of 2009.
Forward-Looking Information
The press release contains forward-looking information based on
management's best estimates and the current operating environment. These
forward-looking statements are related to, but not limited to, the REIT's
operations, anticipated financial performance, business prospects and
strategies. Forward-looking information typically contains statements
with words such as "anticipate", "believe", "expect", "plan", or similar
words suggesting future outcomes. Such forward-looking statements are
subject to risks, uncertainties and other factors which could cause
actual results to differ materially from future results expressed,
projected or implied by such forward-looking statements.
Examples of such information include, but are not limited to, factors
relating to the business, financial position of the REIT, operations and
redevelopments including volatility of capital markets, consumer
spending, retail leasing demand, strength of the retail sector, price
volatility of construction costs, availability of construction labour and
timing of regulatory and contractual approvals for developments.
Although the forward-looking statements contained in this document are
based on what management of the REIT believes are reasonable assumptions,
forward-looking statements involve significant risks and uncertainties.
They should not be read as guarantees of future performance or results
and will not necessarily be an accurate indicator of whether or not such
results will be achieved. Readers are cautioned not to place undue
reliance on forward-looking statements as a number of factors could cause
actual future results to differ from targets, expectations or estimates
expressed in the forward-looking statements. Factors that could cause
actual results to differ materially include, but are not limited to,
economic, competitive and commercial real estate conditions, unplanned
compliance-related expenses, uninsured property losses and tenant-related
risks.
Primaris Retail REIT is a TSX listed real estate investment trust (TSX:
PMZ.UN). Primaris Retail REIT owns 26 properties comprising approximately
9.3 million square feet located in Canada. As of November 30, 2007 the
REIT had 61,922,526 units issued and outstanding.
One of North America's largest commercial real estate investment firms,
Oxford Properties Group owns, develops, invests and manages a global
portfolio of approximately $15 billion of diverse real estate assets.
Oxford is an Ontario Municipal Retirement System (OMERS) company.
Contacts:
Primaris Retail REIT
R. Michael Latimer
Chief Executive Officer
(416) 865-5353
Primaris Retail REIT
Louis M. Forbes
Senior Vice President, Chief Financial Officer
(416) 865-5360
Copyright 2008, Market Wire, All rights reserved.
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