Calloway Real Estate Investment Trust

Calloway Real Estate Investment Trust

December 19, 2014 20:11 ET

Calloway Real Estate Investment Trust Announces Simplification of Its Corporate Structure

TORONTO, ONTARIO--(Marketwired - Dec. 19, 2014) - Calloway Real Estate Investment Trust ("Calloway" or the "REIT") (TSX:CWT.UN) announced today that it will complete a reorganization (the "Reorganization") before the end of the year in order to enhance its flexibility in continuing to comply with the restrictions governing its income trust status as a real estate investment trust for purposes of the Income Tax Act (Canada) (the "Tax Act"). As part of the Reorganization, which will simplify its corporate structure by eliminating its subsidiary trust, Calloway Holdings Trust, on December 31, 2014, Calloway will make a distribution to its holders of units (such holders, "Calloway Unitholders" and such units of Calloway, "Units") in the form of trust units of Calloway MF Trust ("MFT"), a subsidiary trust of Calloway's created for purposes of the Reorganization. Each Calloway Unitholder will receive a portion of a MFT trust unit ("MFT Unit") for every Unit of Calloway held by that Unitholder. These MFT Units will be immediately redeemed by MFT and the redemption price in respect of such MFT Units (except for one MFT Unit held by Calloway) will be satisfied by the distribution of additional Units of Calloway to the Unitholders whose MFT Units are redeemed. Following the redemption, the outstanding Calloway Units held by the Calloway Unitholders will be consolidated on a basis such that, following such consolidation, the number of Calloway Units outstanding will be equal to the number of Calloway Units outstanding immediately before the Reorganization. Unitholders do not have to take any action in connection with the Reorganization and will hold the same number of Calloway Units after the Reorganization as they did before the Reorganization so their ownership interest in Calloway will be unchanged.

The Reorganization, which is intended to simplify Calloway's corporate structure, will not result in any Canadian federal income tax consequences to Calloway Unitholders, except that withholding taxes will be exigible in respect of the distribution of MFT Units to Calloway Unitholders that are non-residents of Canada for purposes of the Tax Act. Such withholding taxes, which are expected to be an immaterial amount, will be funded by Calloway on behalf of such non-resident Calloway Unitholders.

About Calloway

Calloway is one of Canada's largest real estate investment trusts with total assets of in excess of $7 billion. Calloway owns and manages in excess of 27 million square feet in 119 value-oriented retail centres having very strong national and regional retailers, as well as strong neighbourhood merchants. Calloway's vision is to provide a value-oriented shopping experience to Canadian consumers. For more information on Calloway, visit

Forward-Looking Statements

This news release contains forward-looking statements and information within the meaning of applicable securities legislation. Although Calloway believes that the anticipated future results, performance and achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place any reliance on forward-looking statements and information because they involve assumptions, known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Calloway to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements and information. Accordingly, Calloway cannot give any assurance that its expectations will in fact occur and cautions that actual results may differ from those in the forward-looking statements.

Forward-looking statements generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "would", "expect", "intend", "estimate", "anticipate", "believe", "should", "plan", "continue", or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information available to management as of the date of this news release. All forward-looking statements in this news release are qualified by these cautionary statements.

Contact Information

  • Huw Thomas
    President and Chief Executive Officer
    Calloway Real Estate Investment Trust
    (905) 326-6400 ext. 7649

    Peter Sweeney
    Chief Financial Officer
    Calloway Real Estate Investment Trust
    (905) 326-6400 ext. 7865