Partners Value Investments LP and Partners Value Investments Inc. Announce Reorganization - Seite 2

The Arrangement will be implemented in accordance with the terms and conditions of an arrangement agreement among PVII, the Partnership, Partners Limited and the Trust dated September 21, 2023 (the “Arrangement Agreement”). Appendix A to this news release contains additional important information pertaining to the Arrangement and the Arrangement Agreement.

Special Committee Process

Each of the board of directors of PVII and the board of trustees of the Trust (collectively, the “Boards”) formed an independent committee composed entirely of independent directors and trustees, as applicable (together, the “Special Committees”), to consider the Arrangement.

At a meeting held on September 21, 2023, Koger Valuations Inc. (“Koger”) provided to the Special Committees an opinion that the Arrangement is fair, from a financial point of view, to each of the Unitholders and Warrantholders (other than Partners Limited and its affiliates). After careful consideration, including consultation with their independent legal and financial advisors, the Arrangement was unanimously recommended by the Special Committees.

After taking into consideration, among other things, the recommendation of its respective Special Committee, the board of trustees of the Trust unanimously determined (with any trustee with an interest abstaining from voting) that the Arrangement is in the best interests of the Partnership and is fair to Unitholders and recommends that Unitholders vote their Equity Units and Preferred Units, as applicable, for the Arrangement and the LPA Amendment (as defined in Appendix A) and the board of PVII unanimously determined (with any director with an interest abstaining from voting) that the Arrangement is in the best interests of PVII and is fair to Warrantholders and unanimously recommends that Warrantholders vote for the Warrant Exchange.

Required Approvals

In order to become effective, (a) the Arrangement and the LPA Amendment must be approved by: (i) at least two-thirds of the votes cast by Equity Unitholders present in person or represented by proxy and entitled to vote at the special meeting of securityholders of the Partnership and PVII to be held on November 9, 2023 (the “Meeting”); and (ii) at least two-thirds of the votes cast by Preferred Unitholders, voting as a single class, present in person or represented by proxy and entitled to vote at the Meeting; and (b) the Arrangement must also be approved by a simple majority of the votes cast by Equity Unitholders other than votes attaching to Equity Units held, directly or indirectly, by Equity Unitholders required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Completion of the Arrangement and the LPA Amendment are each conditional on the other.