Partners Real Estate Investment Trust Announces Results of Special Meeting

 

TORONTO (December 15, 2011) - Partners Real Estate Investment Trust ("Partners REIT") (TSXV: PAR.UN) announced today the results of voting at its special meeting of unitholders, held to consider the acquisition of the assets of NorRock Realty Finance Corporation ("NorRock") and a proposed consolidation of the units of Partners REIT.

A total of 15,066,285 units were represented in person or by proxy at the Partners REIT special meeting. These units represented 48.54% of all of the issued and outstanding Partners REIT units.

The proposed issuance of Partners REIT units as consideration for the NorRock assets was approved by the affirmative vote of (i) 14,990,541 Partners REIT units, representing 99.76% of the votes cast by holders of Partners REIT units present in person or by proxy at the Partners REIT special meeting and (ii) 2,152,681 Partners REIT units, representing 98.38% of the votes cast by holders of Partners REIT units present in person or by proxy at the Partners REIT special meeting excluding votes attaching to units held by certain related parties.

The proposed consolidation of Partners REIT Units on the basis of one post-consolidation unit for every four pre-consolidation units was approved by the affirmative vote of 14,975,707 Partners REIT units, representing 99.40% of the votes cast by holders of Partners REIT units present in person or by proxy at the Partners REIT special meeting.

As previously announced, the special meeting of NorRock shareholders to consider the proposed acquisition of NorRock assets by Partners REIT has been postponed. As a result of the postponement of the NorRock meeting, the proposed closing of the acquisition of NorRock assets by Partners REIT, originally scheduled for December 20, 2011, will take place in January of 2012.

Details of both the NorRock special meeting and the Partners REIT special meeting and the matters being considered are set out in a joint management proxy circular (the "Circular") dated November 16, 2011 that has been mailed to all unitholders of Partners REIT and shareholders of NorRock. A copy of the Circular is available electronically at www.sedar.com.

Forward-looking Statements

Certain statements included in this press release constitute forward-looking statements, including, but not limited to, those identified by the expressions "believe", "expect," "will", "offers the opportunity", "intend, "look forward" and similar expressions to the extent they relate to Partners REIT and NorRock. 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 NorRock shareholder approval of the proposed transaction; our ability to obtain court, regulatory, securityholder and other approvals in connection with the proposed transaction between Partners REIT and NorRock; the fulfillment of conditions precedent to closing the transaction and the successful completion of the proposed transaction between Partners REIT and NorRock; our expectations regarding an increase in funds available to Partners REIT as a result of the acquisition of the assets of NorRock, our expectations regarding the retention or sale of the mortgages and other assets acquired by Partners REIT in connection with the transaction with NorRock; Partners REIT's status as a "real estate investment trust" and the application of the SIFT Rules (as that term is defined in the Circular); Partners REIT's intention to continue to grow and diversify its portfolio; 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.

The forward-looking statements contained in this press release reflect our current views with respect to future events and are also subject to certain other risks and uncertainties and other risks detailed from time-to-time in Partners REIT's ongoing filings with the securities regulatory authorities, which filings can be found at www.sedar.com. Actual results, events, and performance may differ materially from those contemplated in Partners REIT's forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Partners REIT does not undertake any obligation to publicly update or revise any forward-looking statements either as a result of new information, future events or otherwise, except as required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Partners REIT:
Patrick Miniutti, President and Chief Operating Officer (250) 940-5500