PMZ.UN Primaris Real Estate Investment Trust

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION. 


Primaris Retail REIT (TSX:PMZ.UN) today announced that its Board has formed a
committee of independent trustees to consider and evaluate the unsolicited
take-over bid made by a consortium led by KingSett Capital for all the
outstanding trust units of Primaris at a price of $26.00 in cash per unit. Mr.
William J. Biggar will serve as Chair of the Independent Committee. The Board
also retained Canaccord Genuity Corp. and Evercore Partners to provide financial
advice. 


The Board and its advisors reviewed the advertisement commencing KingSett
Capital's offer and the take-over bid circular filed on SEDAR (and publicly
available at www.sedar.com). The Board's preliminary view is that the
unsolicited offer is wholly inadequate and undervalues Primaris, including its
current pipeline of property development opportunities and acquisitions. 


The offer price represents a small premium of less than 13% to the closing price
per unit of $23.04 on December 4, 2012 (the day before public announcement of
the unsolicited offer) and an even smaller premium of only 4.3% to the 52-week
high trading price of $24.93 per unit reached less than four months ago on
August 17, 2012. Primaris offers investors a unique play in the Canadian real
estate market, and has a proven track record of creating value for Unitholders.
It is Canada's only publicly traded real estate investment trust focused on
enclosed shopping centres and has grown its portfolio from six properties valued
at $435 million to 35 properties valued at $4.1 billion in less than 10 years.
Based on yesterday's closing price of $26.56, Primaris has earned Unitholders a
return of 275% since going public in July 2003, and 34% since January 1, 2012.
This compares to a 2.3% year-to-date return on the S&P/TSX Composite index. 


The Board believes that the timing and approach of KingSett Capital's offer is
highly opportunistic. By commencing an offer that runs through the holiday
season, KingSett Capital is reducing the amount of time available to the Board
to consider the offer and for Unitholders to make an informed decision. The
Board also notes that the offer is not a "Permitted Bid" under the Primaris
Unitholder Rights Plan agreement that was most recently ratified by 98% of
Unitholders voting at an annual and special meeting held on May 17, 2011. A
Permitted Bid must be open for at least 60 days for consideration by Unitholders
whereas the KingSett Capital offer is only open for 38 days. 


The Independent Committee intends to thoroughly review and consider KingSett
Capital's offer and alternatives that may be available. This could include
continuing to carry out Primaris' existing business plans by remaining an
independent, publicly traded real estate investment trust focused on enclosed
shopping centres. The Board intends to make a recommendation to the Unitholders
by no later than December 24, 2012. Until that time, Unitholders are strongly
urged to take no action and not tender their units to KingSett Capital's offer. 


About Primaris 

Primaris is a TSX listed real estate investment trust that specializes in owning
and operating Canadian enclosed shopping centres that are dominant in their
local trade areas. Each property is flexible in order to meet the unique needs
of its local customers and the specifications of that community. Primaris boasts
a high occupancy rate and is always remerchandising its centres to bring new and
exciting brands to its properties. This combined with its focus on acquiring
valuable Canadian properties, makes Primaris a smart, sound investment. 


Primaris owns 35 income-producing properties comprising approximately 14.7
million square feet located in Canada. As of November 30, 2012, Primaris had
100,078,272 units issued and outstanding (including exchangeable units for which
units have yet to be issued). 


Information 

Primaris Unitholders 

Kingsdale Shareholder Services Inc. at 1-866-581-1571 (English and Francais)
toll-free in North America, or at 1-416-867-2272 outside of North America
(collect calls accepted), or by e-mail at contactus@kingsdaleshareholder.com.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Media Contact
NATIONAL Public Relations
Peter Block
416-848-1431


NATIONAL Public Relations
Jennifer Lee
416-848-1383

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