Borealis Retail REIT

Borealis Retail REIT

March 03, 2005 18:33 ET

Borealis Retail REIT Rights Plan




MARCH 3, 2005 - 18:33 ET

Borealis Retail REIT Rights Plan

TORONTO, ONTARIO--(CCNMatthews - March 3, 2005) - Borealis Retail REIT
(TSX:BRE.UN) announced today that its Board of Trustees has approved the
adoption of a Unitholder Rights Plan. The Plan is designed to ensure
the fair treatment of Borealis Retail REIT's unitholders in any
transaction involving a change of control of the REIT and will provide
the Board of Trustees and the REIT's unitholders with more time to
evaluate any unsolicited take-over bid and, if appropriate, to seek out
other alternatives to maximize unitholder value.

The Rights Plan was not adopted by the Board of Trustees in response to
any specific proposal to acquire control of Borealis Retail REIT and the
REIT is not aware of any such proposal.

Although the Rights Plan takes effect immediately, unitholders will be
asked to confirm the Rights Plan at an annual and special meeting of
unitholders to be held in May of 2005. If approved, the Rights Plan
would be in effect until the close of the annual unitholders meeting
occurring in 2008.

The Rights Plan is similar to other unitholder rights plans adopted by
many other Canadian investment trusts and corporations. Until the
occurrence of certain specific events, the rights will trade with the
units of the REIT and be represented by the unit certificates for such
units. The rights become exercisable only when a person, including any
party related to it or acting jointly with it, acquires or announces its
intention to acquire 20 percent or more of the outstanding units of the
REIT without complying with the Permitted Bid provisions of the Rights
Plan. Should a non-permitted acquisition occur, each right would
entitle each holder of units (other than the acquiring person and
persons related to it or acting jointly with it) to purchase additional
units of the REIT at a 50 percent discount to the market price at the

It is not the intention of the Rights Plan to prevent take-over bids.
Under the Rights Plan, a Permitted Bid is a bid made to all unitholders
on identical terms and conditions that is open for at least 60 days. If
at the end of 60 days at least 50 percent of the outstanding units,
other than those owned by the offeror and certain related parties, have
been tendered, the offeror may take up and pay for the units but must
extend the bid for a further 10 days to allow all other unitholders to

Launched in 2003, Borealis Retail REIT owns dominant shopping centres in
growing mid-size markets and regional malls in the sub-markets of large
metropolitan areas. It is a TSX-listed real estate investment trust and
as of December 31, 2004, it had 33,753,019 units issued and outstanding.


Contact Information

    Borealis Retail REIT
    R. Michael Latimer
    Chief Executive Officer
    (416) 865-5353
    Borealis Retail REIT
    Louis M. Forbes
    Senior Vice President, Chief Financial Officer
    (416) 865-5360