Norrock Realty Finance Corporation and Partners Real Estate Investment Trust Remind Norrock Shareholders of Changed Norrock Special Meeting Date and Changed Court Hearing Date

 

(December 30, 2011) - NorRock Realty Finance Corporation (“NorRock”) (TSX: RF.A; RF.PR.A) and Partners Real Estate Investment Trust (“Partners REIT”) (TSXV: PAR.UN) jointly remind NorRock shareholders that the special meeting being held to consider the previously announced proposed transaction between NorRock and Partners REIT will take place at 10:00 a.m. on January 5, 2012 at the offices of Bennett Jones LLP, 100 King Street West, Suite 3400, Toronto, Ontario M5X 1A4.

The Unitholders of Partners REIT have previously authorized the transaction.

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.

If NorRock shareholders approve the transactions at the January 5, 2012 NorRock meeting, NorRock will make an application on January 6, 2012 at 10:00 a.m. (Toronto time) for a Final Order (as defined in the Circular which is described below) in respect of the transaction at the Court, 330 University Avenue, Toronto Ontario. NorRock shareholders and other interested parties desiring to appear on, and make submissions at, the application for the Final Order are referred to the Circular which describes the means by which they may do so. If the Final Order is sought on January 6, 2012 the deadline for submitting notice of such desire is no later than January 3, 2012.

If the conditions to closing are satisfied, including requisite shareholder and court approvals, the parties expect that the closing of the transaction will take place on or around late January 2012.

Details of the matters being considered at the NorRock special meeting 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.

For further information:

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

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 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 forwardlooking 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.