Retirement Residences Real Estate Investment Trust

Retirement Residences Real Estate Investment Trust

February 28, 2005 15:33 ET

Retirement Residences Real Estate Investment Trust Announces CDN$200 Million Convertible Debenture Offering


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: RETIREMENT RESIDENCES REAL ESTATE INVESTMENT TRUST

TSX SYMBOL: RRR.UN
TSX SYMBOL: RRR.DB
TSX SYMBOL: RRR.DB.A
TSX SYMBOL: RRR.DB.B

FEBRUARY 28, 2005 - 15:33 ET

Retirement Residences Real Estate Investment Trust
Announces CDN$200 Million Convertible Debenture
Offering

TORONTO, ONTARIO--(CCNMatthews - Feb. 28, 2005) - NOT FOR DISTRIBUTION
TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY
FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF
U.S. SECURITIES LAW.

Retirement Residences Real Estate Investment Trust ("Retirement REIT")
(TSX:RRR.UN)(TSX:RRR.DB)(TSX:RRR.DB.A)(TSX:RRR.DB.B) announced today
that it has entered into a bought deal agreement to issue CDN$200
million aggregate principal amount of convertible unsecured subordinated
debentures due March 31, 2015 to a syndicate of underwriters led by CIBC
World Markets Inc. The net proceeds of this offering will be used by
Retirement REIT to satisfy the payment due on maturity of the existing
June 2000 Debentures (10.50% coupon, due June 1, 2005) and October 2000
Debentures (10.50% coupon, due June 1, 2005), and for general corporate
purposes.

The debentures will bear interest at 5.50% per annum and will be
convertible, at the option of the holder, at any time prior to maturity
or redemption into Units of Retirement REIT at a conversion price of
CDN$11.35 per Unit, which is equal to a conversion rate of 88.1057 Units
per CDN$1,000 principal amount of debentures.

Retirement REIT may not redeem the debentures prior to March 31, 2009.
From March 31, 2009 to March 31, 2011 the debentures will be redeemable
at par (plus accrued and unpaid interest) provided that Retirement
REIT's Units are then trading at not less than 125% of the conversion
price, and thereafter will be redeemable at par (plus accrued and unpaid
interest).

The convertible debentures offered under the bought deal financing will
be issued by way of a short form prospectus to be filed with the
securities regulatory authorities in each of the provinces of Canada and
pursuant to Rule 144A in the United States, if required. The offering is
subject to the receipt of all necessary regulatory and stock exchange
approvals and other customary conditions. Closing of the offering is
expected to occur on or about April 5, 2005.

The securities offered have not been 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 an applicable exemption from
the registration requirements. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy securities.

Retirement REIT is the largest provider of accommodation and care for
seniors in Canada. Retirement REIT owns 209 retirement and long term
care facilities, including 32 facilities in select United States
markets, and provides management services to 11 homes for other parties,
with an aggregate resident capacity in excess of 24,500. Retirement REIT
also provides nursing placement and in-home health care through its
Central Health Services and Central Med units.

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Retirement Residences Real Estate Investment Trust
    David Beirnes
    Chief Financial Officer
    (416) 929-5430
    (416) 323-3818 (FAX)