Royal Host Real Estate Investment Trust

Royal Host Real Estate Investment Trust

December 19, 2010 16:02 ET

Royal Host REIT Announces Receipt of Final Court Order for the Plan of Arrangement

HALIFAX, NOVA SCOTIA--(Marketwire - Dec. 19, 2010) - Royal Host Real Estate Investment Trust (TSX:RYL.UN)(TSX:RYL.DB.B)(TSX:RYL.DB.C)(TSX:RYL.DB.D) ("Royal Host" or the "Trust") is pleased to announce that on December 16, 2010 it received a final order from the Nova Scotia Supreme Court approving the plan of arrangement under the provisions of the Canada Business Corporations Act (the "Arrangement") to convert the Trust into a corporation. The Arrangement was approved by the unitholders of the Trust at the Fund's special meeting of unitholders held on December 15, 2010. Pursuant to the Arrangement, each holder of Trust units will receive for each Trust unit held one common share of Royal Host Inc. ("RHC"). The shares of RHC have been conditionally approved for listing on the Toronto Stock Exchange ("TSX"). Subject to final approval of the TSX and other required approvals, it is anticipated that the Arrangement will become effective on or about January 1, 2011.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking information and statements are identified by words or phrases such as "anticipates", "expects", "believes", "estimates", "intends", "could", "may", "plans", "predicts", "projects", "will", "would", "foresees", "remain confident that" and other similar expressions or the negative of these terms and include, without limitation, forward-looking statements made in this press release relating to: (i) distributions and dividends; (ii) expected timing of the Arrangement; (iii) listing on stock exchanges and the timing thereof; (iv) expected approvals from the Nova Scotia Supreme Court. Actual events or results may differ materially.

Forward-looking statements included in this press release are made based on management's belief as well as assumptions made by, and information currently available to, management of the Trust. While such beliefs and assumptions are considered reasonable by the Trust, they are inherently subject to significant business, economic and competitive uncertainties and contingencies. A number of important factors could cause actual results to differ materially from those projected in the forward-looking statements. These uncertainties and risks include, but are not limited to: (i) changes in laws and regulations affecting the Trust or RHC and their respective business operations, (ii) changes in taxation of the Trust or RHC, (iii) general economic and business conditions in the markets affecting the Trust or RHC, (iv) failure to satisfy the conditions of the conversion, (v) inability to obtain required consents, permits or approvals, for the conversion, including court approval of the Arrangement, (vi) inability to meet or continue to meet listing requirements; (vii) failure to realize anticipated benefits of the Arrangement; (viii) actual future market conditions and actual future operating and financial results being different than anticipated by management and the board of trustees of the Trust; (ix) stock market volatility and the inability to access sufficient capital from internal and external sources; (x) fluctuation in foreign exchange or interest rates. The foregoing list is not exhaustive. In addition, these forward-looking statements relate to the date on which they are made. Although the forward-looking statements contained herein are based upon what management believes to be reasonable assumptions, the Trust cannot assure Unitholders that actual results will be consistent with these forward-looking statements, and, except as required by law, the Trust disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In formulating the forward-looking statements herein, management has assumed that business and economic conditions affecting it will continue substantially in the ordinary course, including without limitation with respect to industry conditions, general levels of economic activity, regulation, taxes, foreign exchange rates and interest rates, that there will be no unexpected material changes in its facilities, customer and employee relations, credit arrangements or credit and collections experience.

About Royal Host

Royal Host is a uniquely diversified hospitality trust that delivers Unitholder value through hotel ownership, investment, and franchising. Royal Host's portfolio of Canadian hotels operates under a variety of recognizable brands as well as a number of unbranded properties. The Trust's hotel portfolio is further enhanced by a stable franchising business, and a portfolio of publicly-traded securities from within the hospitality and service sectors.

Royal Host trust units and convertible debentures are traded on the Toronto Stock Exchange under the trading symbols "RYL.UN", "RYL.DB.B", "RYL.DB.C" and "RYL.DB.D", respectively.

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