Primaris Retail REIT
TSX : PMZ.UN

Primaris Retail REIT

September 14, 2009 16:06 ET

Primaris Retail REIT Announces Public Offering of $75 Million of Convertible Unsecured Debentures

TORONTO, ONTARIO--(Marketwire - Sept. 14, 2009) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES

Primaris Retail REIT (TSX:PMZ.UN) announced today that it has reached an agreement with a syndicate of underwriters co-led by RBC Capital Markets and CIBC World Markets Inc., with RBC Capital Markets acting as bookrunner, to issue to the public, subject to regulatory approval, on a bought deal basis, $75 million aggregate principal amount of 6.30% convertible unsecured subordinated debentures due September 30, 2015 (the "Debentures"). The Debentures are convertible, at the option of the holder, into trust units of Primaris Retail REIT at $16.70 per trust unit. Primaris Retail REIT has granted an over-allotment option exercisable at any time up to 30 days after Closing, to acquire additional Debentures up to the lesser of $11.25 million aggregate principal amount of Debentures and the Underwriters respective "Over-Allocation Position" as at the closing date.

The net proceeds from this offering (after deducting the Underwriters' fee and estimated offering expenses) will be used to fund future property acquisitions, the redevelopment of the REIT's existing properties and for general trust purposes.

Primaris Retail REIT will, by September 18, 2009, file with the securities commissions and other similar regulatory authorities in each of the provinces and territories of Canada a preliminary short form prospectus relating to the issuance of the Debentures. Closing of the offering is expected to take place on or about October 6, 2009.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been and will not be registered under the U.S. Securities Act of 1933 as amended and may not be offered or sold in the United States absent registration or pursuant to applicable exemption from registration.

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.

Although the forward-looking statements contained in this press release 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 owns 26 income-producing properties comprising approximately 9.3 million square feet located in Canada. As of August 31, 2009, the REIT had 62,453,740 units issued and outstanding.

Contact Information

  • Primaris Retail REIT
    John Morrison
    President and Chief Executive Officer
    (416) 642-7860
    or
    Primaris Retail REIT
    Louis M. Forbes
    Executive Vice President & Chief Financial Officer
    (416) 642-7810