NorRock Realty Finance Corporation and Partners Real Estate Investment Trust Announce Change of Date for NorRock Special Meeting

 

TORONTO (December 15, 2011) - NorRock Realty Finance Corporation ("NorRock") (TSX: RF.A)(TSX: RF.PR.A) and Partners Real Estate Investment Trust ("Partners REIT") (TSXV: PAR.UN) announced today that they have jointly decided to postpone the closing of the proposed acquisition of assets of NorRock by Partners REIT and NorRock special meeting of shareholders to provide more time to consult with NorRock shareholders. This meeting, originally scheduled for December 15, 2011, will take place at 10:00 a.m. on January 5, 2012 at the offices of Bennett Jones LLP, 100 King Street West, Suite 4300, Toronto, Ontario M5X 1A4. The parties expect that the closing of the acquisition will take place after the January 5, 2012 NorRock meeting.

The special meeting of unitholders of Partners REIT will take place as originally scheduled for tomorrow, December 15, 2011, at 11:00 a.m. Eastern time, at the offices of McCarthy Tétrault LLP, 66 Wellington Street West, Suite 5300, Toronto, Ontario M5K 1E6.

As has been the case in prior quarters, NorRock expects to make a distribution of $0.4219 per NorRock Preferred Share, Series 1 (the "NorRock Preferred Shares") for the fourth quarter of 2011. The distribution will be paid to holders of record on December 31, 2011 of NorRock Preferred Shares on the earlier of (i) January 13, 2012; and (ii) the closing of the proposed transaction whereby Partners REIT will acquire substantially all of the assets of NorRock. The NorRock Preferred Shares trade on the Toronto Stock Exchange under the symbol RF.PR.A.

If they have not done so already, NorRock shareholders who do not expect to attend the meeting in person are urged to complete, sign, date and return the form of proxy forwarded to them or send it by facsimile to NorRock's transfer agent, Computershare Investor Services Inc., facsimile number: 1-866-249-7775 or 416-263-9524 as instructed on the form of proxy. The board of directors of NorRock has determined to accept proxies for the NorRock special meeting up until the time of the meeting or any further adjournment or postponement thereof.

The trustees of Partners REIT have determined to accept proxies up until the time of the Partners REIT special meeting or any adjournment or postponement thereof.

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 and NorRock'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 the payment of dividends to holders of NorRock Preferred Shares; unitholder and shareholder approval of the proposed transaction and the proposed consolidation of Partners REIT's units; 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 and NorRock believe 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 and NorRock'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. Neither Partners REIT nor NorRock undertakes 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
NorRock Realty Finance Corporation:
Jacqueline Boddaert, Chief Executive Officer (416) 479-9510 ext. 305