Partners Real Estate Investment Trust Announces Completion of Consolidation

 

VICTORIA, February 14, 2012 - Partners Real Estate Investment Trust (the "REIT" or "Partners REIT") (TSXV: PAR.UN) (TSXV: PAR.DB) is pleased to announce that it has completed the previously disclosed consolidation of its issued and outstanding units on the basis of one (1) post-consolidation unit for every four (4) pre-consolidation units. The exercise price and number of units of Partners REIT issuable upon the exercise of outstanding options, warrants and convertible debentures has been proportionally adjusted with the implementation of the unit consolidation.

Computershare Investor Services Inc. ("Computershare"), as soon as practicable, will aggregate all fractional Partners REIT units into marketable blocks of units and, as agent for the relevant holders of such fractional Partners REIT units, sell such Partners REIT Units on the TSX Venture Exchange for cash proceeds. Computershare will then remit the net sale proceeds from the sale of all such fractional Partners REIT units pro-rata to the relevant holders. Remittance of any pro-rata cash entitlements by Computershare may be delayed as a consequence of the clearing and settlement process for such sales. Letters of transmittal providing for the exchange of certificates representing pre-consolidation units for certificates representing post-consolidation units will be delivered to unitholders shortly. Also, as announced on February 1, 2012, Partners REIT completed the acquisition of the assets of NorRock Realty Finance Corporation ("NorRock"). Pursuant to such transaction, holders of NorRock Class A shares of record on February 8, 2012 are entitled to receive units of Partners REIT; and as a result of the timing of the consolidation of the units of Partners REIT as described above, holders of NorRock Class A shares will receive units of Partners REIT on a post-consolidated basis. This is expected to occur today and will be effected by Computershare which is currently holding such units as agent.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been and will not be 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 pursuant to applicable exemption from registration.

About Partners REIT

Partners REIT is a growth-oriented real estate investment trust, which currently owns (directly or indirectly) twenty-two retail properties located in British Columbia, Alberta, Manitoba, Ontario and Quebec, aggregating approximately 1.7 million square feet of leaseable space. Partners REIT focuses on expanding and managing a portfolio of retail and mixed-use community and neighbourhood shopping centres located in both primary and secondary markets across Canada.

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. 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 the proposed consolidation of units, TSXV approval of the Program, the implementation of the Program, the timing of the Program, access to capital, regulatory approvals, our intention to grow and diversify our portfolio, intended acquisitions, our status as a "real estate investment trust" 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 the 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