Partners Real Estate Investment Trust to Acquire Four New Ontario Properties

VICTORIA, BRITISH COLUMBIA--(Marketwired - Dec. 18, 2013) - Partners Real Estate Investment Trust (TSX:PAR.UN) (the "REIT" or "Partners REIT") announced today that it has entered into an purchase and sale agreement (the "Agreement") to acquire four retail centers in Ontario (collectively, the "Properties"). The Properties are located in Hamilton, London, Kemptville and North Bay and total approximately 695,500 square feet of gross leasable area. The tenant roster of the Properties includes Shoppers Drug Mart, Winners, Giant Tiger and Dollar Tree. The Properties are estimated to generate annualized Net Operating Income in the aggregate of approximately $7,250,000.

The REIT will pay approximately $109,000,000 for the Properties, satisfied by (i) the assumption of certain debt secured by the Properties and, (ii) the issuance of units of a limited partnership to be formed by the REIT for the purposes of completing the acquisition as purchaser (the "New LP"), with such units including 6,450,000 class B units of the New LP (the "Class B Units"). The Class B Units will be exchangeable for units of the REIT on a one-for-one basis and will be the economic equivalent of units of the REIT and carry the right to vote at the REIT level. The Class B Units will be issued at an effective price of $7.61 per Class B Unit. After giving effect to the issuance of the Class B Units, the vendors will hold approximately 19.9% of the outstanding units of the REIT, calculated on a fully-diluted basis.

In addition, the Trustees of the REIT have amended the terms of the existing unitholder rights plan to permit units of the REIT to be issued as consideration for the direct or indirect acquisition of real estate on terms approved by the Trustees. Accordingly, the proposed issuance of Class B Units in connection with the transaction will be permitted under the terms of the unitholder rights plan.

The closing of the transaction is expected to occur in January 2014 and is subject to regulatory approval and the fulfillment of certain conditions precedent including the REIT's completion of satisfactory due diligence.

Partners REIT

Partners REIT is a growth-oriented real estate investment trust, which currently owns (directly or indirectly) 39 retail properties, well-located in British Columbia, Alberta, Manitoba, Ontario and Quebec, aggregating approximately 2.7 million square feet of leasable space. Partners REIT focuses on expanding and managing a portfolio of retail and mixed-use community and neighbourhood shopping centres located in both primary and secondary markets across Canada.

Disclaimer

Certain statements included in this press release constitute forward-looking statements, including, but not limited to, those identified by the expressions "expect," "will" and similar expressions to the extent they relate to Partners REIT. The forward-looking statements are not historical facts but reflect Partners REIT's current expectations regarding future results or events. These forward looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including access to capital, regulatory approvals, intended acquisitions and general economic and industry conditions. Although Partners REIT believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, readers are cautioned not to place undue reliance on such statements due to the inherent uncertainty therein.