Retirement Residences Real Estate Investment Trust
TSX : RRR.UN
TSX : RRR.DB.B
TSX : RRR.DB.C

Retirement Residences Real Estate Investment Trust

January 31, 2007 17:25 ET

Retirement Residences Real Estate Investment Trust Offers to Purchase the 8.25% and 5.50% Convertible Debentures

MISSISSAUGA, ONTARIO--(CCNMatthews - Jan. 31, 2007) - Retirement Residences Real Estate Investment Trust ("Retirement REIT") (TSX:RRR.UN)(TSX:RRR.DB.B)(TSX:RRR.DB.C) announced it is making an offer to purchase all of the outstanding convertible debentures at a price equal to 101% of the principal amount plus any accrued and unpaid interest. This offer applies to both the 8.25% convertible debentures due January 31, 2011 and the 5.50% convertible debentures due March 31, 2015. The offer is required following the change of control of Retirement REIT on January 15, 2007, when PSPIB Destiny Inc. acquired control of Retirement REIT.

Holders of the convertible debentures who do not tender to the offer will continue to receive interest and principal payments as Retirement REIT intends to defease the remaining convertible debentures after the expiry of the offer, by depositing cash or direct obligations of the Government of Canada with CIBC Mellon Trust Company, as trustee, in an amount sufficient to pay, satisfy and discharge the entire amount of principal and interest to maturity, or in Retirement REIT's sole discretion, to the redemption date for each series of convertible debentures. The convertible debentures will thereafter be deemed to be satisfied and discharged and the provisions of the trust indenture shall no longer be binding on Retirement REIT, except for certain provisions dealing with the payment of principal and interest, redemption, conversion and enforcement by the trustee.

A circular, containing the change of control notice and terms of the offer for the convertible debentures, will be mailed shortly to holders of the convertible debentures and will provide further details. Once mailed, this document will be available on the SEDAR website at www.sedar.com. The offer for the convertible debentures will be open for acceptance until noon EST on March 8, 2007.

Following the take up and payment of convertible debentures tendered to the offer and the defeasance of any remaining outstanding convertible debentures, Retirement REIT intends to delist the convertible debentures from the Toronto Stock Exchange.

About Retirement REIT

Retirement REIT is the largest provider of accommodation and care for seniors in Canada. Retirement REIT owns 224 retirement and long term care facilities, including 40 facilities in select United States markets, and provides management services to 8 homes for other parties, with an aggregate resident capacity in excess of 26,500. Retirement REIT also provides nursing placement and in-home health care through its Central Health Services unit. For further information, see the Retirement REIT website at www.retirementreit.com.

Certain statements contained in this news release may include forward-looking information with respect to Retirement REIT's operations and future results. Such statements are based on current expectations, are subject to a number of uncertainties and risks, and actual results may differ materially from those contained in such statements. These uncertainties and risks include, but are not limited to, availability of resources, competitive pressures, changes in market activity and regulatory requirements. Further information on uncertainties, risks and other matters can be found in the disclosure documents filed by Retirement REIT with the securities regulatory authorities, available at www.sedar.com.

Contact Information

  • Retirement Residences Real Estate Investment Trust
    Tim Benson
    Vice President, Investor Relations & Corporate Finance
    (289) 360-1224
    (289) 360-1228 (FAX)
    Website: www.retirementreit.com