H&R Real Estate Investment Trust ("H&R REIT") and H&R
Finance Trust ("H&R Finance Trust", collectively, "H&R")
(TSX:HR.UN)(TSX:HR.DB.C)(TSX:HR.DB.D)(TSX:HR.DB.E) and Primaris
Retail Real Estate Investment Trust (TSX:PMZ.UN) today announced
minor changes to the previously announced transactions involving
Primaris, H&R and a KingSett Capital-led consortium. The
parties have agreed to make the following changes, which do not
affect the consideration payable to Primaris unitholders:
-- H&R REIT will now acquire St. Albert Centre, an enclosed shopping centre
located in St. Albert, Alberta, pursuant to the plan of arrangement. The
transaction previously contemplated the sale of St. Albert Centre by a
Primaris subsidiary to KS Acquisition II LP, a 50/50 joint venture of
KingSett Growth LP No. 5 and the Ontario Pension Board.
-- Primaris and H&R have agreed to make certain minor amendments to the
plan of arrangement that was included in the management information
circular sent to Primaris unitholders and filed on SEDAR on February 22,
2013. The purpose of the amendments is to provide for the distribution
to Primaris of cash received by Primaris subsidiaries on the sale of
certain properties to the KingSett Capital-led consortium and to
implement certain reorganization transactions as contemplated in the
amended and restated arrangement agreement. A copy of the amended Plan
of Arrangement has been filed on www.sedar.com. The Primaris unitholders
will vote on the plan of arrangement, as amended.
-- Primaris and H&R have offered the holders of Primaris exchangeable units
an opportunity to participate in the transaction by exchanging their
current exchangeable units on a tax-deferred basis for new exchangeable
units. Under this offer, each new exchangeable unit would be
exchangeable for 1.166 H&R Stapled Units following the consummation of
the transaction. Any agreement is subject to negotiation of definitive
documentation. Upon completion of such documentation, the redemption
notices sent to such holders would be withdrawn.
Under the Plan of Arrangement, Primaris unitholders may elect to
receive $28.00 in cash per Primaris unit, subject to an aggregate
cash amount of approximately $1.28 billion, or 1.166 H&R
stapled units (1.166 H&R REIT units and 1.166 H&R Finance
Trust units) per Primaris unit, in each case subject to
proration.
Unitholders of Primaris are invited to attend a special meeting
of unitholders of Primaris to be held on March 22, 2013 at 10:00
a.m. (Toronto time) at the Trump International Hotel & Tower
Toronto, 325 Bay Street, Toronto, Ontario, Canada, M5H 4G3.
Unitholders are urged to ensure their votes are cast no later than
March 20, 2013 at 10:00 a.m. (Toronto time) to ensure that their
Primaris units will be represented at the meeting, whether or not
they are personally able to attend.
If you have any questions or need assistance to vote, please
contact Primaris' proxy solicitation agent, Kingsdale Shareholder
Services Inc., by toll-free telephone in North America at
1-866-581-1571, outside North America at 416-867-2272 or by email
at contactus@kingsdaleshareholder.com.
Unitholders of H&R are invited to attend special meetings of
unitholders of H&R REIT and H&R Finance Trust to be held on
March 22, 2013 at 10:00 a.m. (Toronto time) at Hockey Hall of Fame,
Spotlight Theatre, Brookfield Place, 30 Yonge Street, Toronto,
Ontario. Unitholders are urged to ensure their votes are cast no
later than March 20, 2013 at 5:00 p.m. (Toronto time) to ensure
that their H&R REIT units and H&R Finance Trust units will
be represented at the meetings, whether or not they are personally
able to attend.
If you have any questions or need assistance to vote, please
contact H&R's proxy solicitation agent, CST Phoenix Advisors,
by e-mail at inquiries@phoenixadvisorscst.com, by telephone at
1-866-822-1245 (toll-free within Canada or the United States) or
1-201-806-2222 (banks, brokers and collect calls outside Canada and
the United States) or by fax at 1-888-509-5907 (North American Toll
Free Facsimile) or 1-647-351-3176.
About H&R
H&R REIT is an open-ended real estate investment trust,
which owns a North American portfolio of 41 office, 113 industrial
and 138 retail properties comprising over 44 million square feet
and 2 development projects, with a fair value of approximately $10
billion. The foundation of H&R's REIT success since inception
in 1996 has been a disciplined strategy that leads to consistent
and profitable growth. H&R REIT leases its properties long term
to creditworthy tenants and strives to match those leases with
primarily long-term, fixed-rate financing.
H&R Finance Trust is an unincorporated investment trust,
which primarily invests in notes issued by a U.S. corporation,
which is a subsidiary of H&R REIT. As at December 31, 2012, the
note receivable balance is U.S. $162.5 million. In 2008, H&R
REIT completed an internal reorganization, which resulted in each
issued and outstanding H&R REIT unit trading together with a
unit of H&R Finance Trust as a "Stapled Unit" on the Toronto
Stock Exchange.
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. Merchandising
for each property is dynamic in order to meet the unique needs of
its local customers and the community. Primaris maintains a high
occupancy rate at its shopping centres and has retail tenants that
offer new and exciting brands. Primaris owns 43 income-producing
properties comprising approximately 15.9 million square feet
located in Canada. As of February 28, 2013, Primaris had
100,743,915 units issued and outstanding (including exchangeable
units for which units have yet to be issued).
Forward Looking Information
This press release contains forward looking statements that
reflect current expectations of each of Primaris and H&R about
their future results, performance, prospects and opportunities,
including with respect to the closing, costs and benefits of the
proposed transaction and all other statements that are not
historical facts. The timing and completion of the proposed
transaction is subject to customary closing conditions, termination
rights and other risks and uncertainties including, without
limitation, required regulatory, court, and unitholder approvals.
Accordingly, there can be no assurance that the proposed
transaction will occur, or that it will occur on the timetable or
on the terms and conditions contemplated in this news release. The
proposed transaction could be modified, restructured or terminated.
Readers are cautioned not to place undue reliance on forward
looking information. Each of Primaris and H&R has tried to
identify these forward looking statements by using words such as
"may", "will", "should" "expect", "anticipate", "believe",
"intend", "plan", "estimate", "potentially" and similar
expressions. By its nature, such forward looking information
necessarily involves known and unknown risks and uncertainties that
may cause actual results, performance, prospects and opportunities
in future periods of Primaris or H&R to differ materially from
those expressed or implied by such forward looking statements.
Contacts: Primaris Unitholders: Kingsdale Shareholder Services
Inc. 1 (866) 581-1571 (English and Francais) toll-free in North
America (416) 867-2272 outside of North America (collect calls
accepted)contactus@kingsdaleshareholder.com Primaris Retail Real
Estate Investment Trust John Morrison President & Chief
Executive Officer (416) 642-7860 Primaris Retail Real Estate
Investment Trust Louis Forbes Executive Vice President & Chief
Financial Officer (416) 642-7810 Media Contact for Primaris Retail
REIT NATIONAL Public Relations Peter Block (416) 848-1431 NATIONAL
Public Relations Jennifer Lee (416) 848-1383 H&R Unitholders:
CST Phoenix Advisors 1-866-822-1245 (toll-free within Canada or the
United States) 1-201-806-2222 (banks, brokers and collect calls
outside Canada and the United
States)inquiries@phoenixadvisorscst.com Media Contact for H&R
REIT Longview Communications Louise Kozier (604) 644 6090 Contacts:
H&R Real Estate Investment Trust Tom Hofstedter President &
Chief Executive Officer (416) 635-7520 H&R Real Estate
Investment Trust Larry Froom Chief Financial Officer (416)
635-7520
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