KingSett Capital led consortium announces intention to make all-cash offer to acquire Primaris Retail REIT in a transaction

KingSett Capital led consortium announces intention to make all-cash offer to
     acquire Primaris Retail REIT in a transaction valued at $4.4 billion

PR Newswire

TORONTO, Dec. 5, 2012


  *Offer price of $26.00 per unit of Primaris Retail REIT.
  *Offer price represents a premium of approximately 13.3% to the
    volume-weighted average trading price of Primaris' units on the TSX over
    the 20 trading days ended December 4, 2012, and a premium valuation for
    all of Primaris' portfolio of properties.
  *All-cash consideration provides Primaris' unitholders with certainty of
    value and immediate liquidity.
  *KingSett Capital's consortium consists of certain KingSett Capital funds
    and Ontario Pension Board, and is supported by an agreement with RioCan to
    purchase certain Primaris assets following completion of the Offer. This
    group of leading Canadian institutional real estate investors is fully
    committed to working together to complete the transaction.
  *The consortium also has the full support of significant investors in
    KingSett Capital funds, including Alberta Investment Management Corp. and
    Ivanhoé Cambridge.

TORONTO, Dec. 5, 2012 /PRNewswire/ - A KingSett Capital led consortium that
includes Ontario Pension Board today announced its intention to make an
all-cash offer to purchase all of the issued and outstanding trust units (the
"Units") of Primaris Retail Real Estate Investment Trust ("Primaris") at a
price of $26.00 in cash per Unit (the "Offer"). The total transaction is
valued at $4.4 billion.

The Offer price represents a premium of approximately 12.8% to the closing
price of $23.04 per Unit on the TSX on December 4, 2012 and a premium of
approximately 13.3% to the volume weighted average trading price of $22.95 per
Unit over the 20 trading days on the TSX up to and including December 4, 2012.

The Offer price, which is above the all-time highest historical trading price
of Primaris Units on the TSX prior to this announcement, represents a premium
valuation that fully reflects the composition of Primaris' property portfolio.

Commenting on the Offer, KingSett Capital Managing Partner, Mr. Jon Love, said
"This is a strong and compelling offer, providing unitholders with a premium
price at a time of peak valuations in the sector. The all-cash offer provides
Primaris' unitholders with an attractive opportunity to obtain immediate
liquidity in the face of economic uncertainty and volatile markets. We firmly
believe that this offer will be very appealing to unitholders."

Ontario Pension Board Chief Executive Officer, Mr. Mark Fuller, added "This
transaction provides significant and immediate value to Primaris' unitholders
and is fully aligned with our strategy to increase our exposure to private
market investments, such as real estate, private equity, and infrastructure,
by partnering with leading institutions."

The Offeror and its Supporters

The Offer will be made by KS Acquisition II LP (the "Offeror"), a limited
partnership owned equally by a subsidiary of KingSett Real Estate Growth LP #5
("KingSett LP 5"), an affiliate of KingSett Capital, and OPB Finance Trust II
("OPB Trust"), an affiliate of Ontario Pension Board. The Offeror and its
affiliates own 6,880,000 trust units of Primaris, representing approximately
7% of Primaris' currently issued and outstanding trust units, making them one
of the largest unitholders based on publicly available information.

In connection with the transaction, RioCan Real Estate Investment Trust
("RioCan"), has agreed to purchase certain Primaris properties from the
Offeror upon completion of the transaction for an aggregate purchase price of
approximately $1.1 billion. RioCan, Canada's largest real estate investment
trust with a total capitalization of approximately $13.9 billion as at
September 30, 2012, owns and manages Canada's largest portfolio of shopping

In addition to RioCan, other supporters of the transaction, in their roles as
limited partners of certain KingSett Capital funds, include Alberta Investment
Management Corp. ("AIMCo"), Ivanhoé Cambridge, and a number of other leading
Canadian institutional real estate investors. AIMCo is one of Canada's
largest and most diversified institutional investment fund managers, with an
investment portfolio of approximately $70 billion. Ivanhoé Cambridge, with
assets of more than $30 billion, is one of the world's 10 largest real estate
companies and one of Canada's largest owners of shopping centres.

The KingSett Capital led consortium and its supporters represent some of
Canada's most prominent institutional real estate investors and landlords, who
possess a thorough understanding of the Canadian retail real estate market.
They have a proven track record for completing major real estate transactions
and are fully committed to completing this transaction.

Additional Details of the Offer

Full details of the Offer will be included in the formal offer and take-over
bid circular which will be publicly filed with Canadian securities regulatory
authorities in the coming days and subsequently mailed to unitholders.

The Offer will be subject to certain conditions including, without limitation,
that the number of Units tendered under the Offer, together with Units owned
by the Offeror or its affiliates upon expiry of the Offer, constitute at least
66⅔% of the Units then outstanding (calculated on a fully-diluted basis). The
Offer will also be conditional upon the Primaris unitholder rights plan being
terminated or determined to be ineffective, receipt of all regulatory
approvals, no material adverse change in Primaris and other conditions
customary for transactions of this nature.

Transaction Financing

The Offeror has secured, on a firm, committed basis, all of the financing
required to complete the transaction and to provide for any post-closing
refinancing and on-going liquidity requirements. Funding for the Offer will
be provided by KingSett LP 5, OPB Trust, fully underwritten debt financing
commitments from The Toronto-Dominion Bank and firm contracted asset sales to
RioCan and various partnerships involving Ontario Pension Board entities and
KingSett Capital funds. The Offer is fully financed and not subject to any
financing condition.


The Offeror has engaged TD Securities Inc. as financial advisor. Its legal
advisors are Osler, Hoskin & Harcourt LLP and Bennett Jones LLP.

About KingSett Capital

KingSett Capital is Canada's leading private equity real estate investment
business, co-investing with pension fund and high net worth individual
clients. KingSett Capital invests through a series of growth funds, mortgage
funds and a core investment income fund, each with its own risk/return
strategy. KingSett Capital has executed transactions valued at over $12.5
billion in the past 10 years.

About Ontario Pension Board

Ontario Pension Board administers Ontario's Public Service Pension Plan, a
defined benefit pension plan serving more than 42,000 members and their
employers as well asmore than 40,000 pensioners anddeferred members. With
more than $17 billion in assets, it is one of Canada's largest pension plans.
Over the last 20 years, Ontario Pension Board has become one of Canada's
leading direct owners of high qualityshopping centres.

Important Notice

This announcement is for informational purposes only and does not constitute
or form part of any offer or invitation to purchase, otherwise acquire,
subscribe for, sell, otherwise dispose of or issue, or any solicitation of any
offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or
subscribe for, any security. The release, publication and distribution of this
announcement in certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this announcement is released,
published and distributed should inform themselves about and observe such
restrictions. The Offer is not being made in, nor will deposits of securities
be accepted in, any jurisdiction in which the making or acceptance thereof
would not be in compliance with the laws of such jurisdiction. However, the
Offeror may, in its sole discretion, take such action as it deems necessary to
extend the Offer in any such jurisdiction.

Forward-Looking Statements

Certain information contained in this news release constitutes
"forward-looking information" (or "forward-looking statements") within the
meaning of applicable securities laws. All statements, other than statements
of historical or present fact, constitute forward-looking information and
typically include words and phrases about the future such as "may", "will",
"anticipate", "estimate", "anticipate", "expect", "plan", "intend", "believe",
"predict", "goal", "target", "project", "potential", "strategy" and "outlook"
or the negative thereof or similar variations. Forward-looking information is
necessarily based upon a number of assumptions that, while considered
reasonable by each of KingSett Capital and Ontario Pension Board, are
inherently subject to significant business, economic and competitive
uncertainties and contingencies. KingSett Capital and Ontario Pension Board
caution the reader that such forward-looking information involves known and
unknown risks, uncertainties and other factors, estimates and assumptions that
may cause actual results and developments to differ materially from those
expressed or implied by such forward-looking information. Some important
factors, estimates and assumptions that could cause actual results to differ
materially from expectations include, among other things, the assumption that
KingSett Capital and Ontario Pension board will acquire a 100% interest in
Primaris through the Offer; the assumption that all of the conditions to the
Offer will be satisfied; certain assumptions relating to general economic
conditions, market factors, competition, changes in government regulation and
changes in prevailing interest rates; and the assumption that there are no
inaccuracies or material omissions in Primaris' publicly available
information, and that Primaris has not disclosed events which may have
occurred or which may affect the significance or accuracy of such information.
While KingSett Capital and Ontario Pension Board consider these factors,
estimates and assumptions to be reasonable based on information currently
available to them, they may prove to be inaccurate.

The information concerning Primaris contained in this press release has been
taken from or is based entirely upon Primaris' publicly available documents
and has not been independently verified by KingSett Capital or Ontario Pension
Board. Neither KingSett Capital, Ontario Pension Board, nor any of their
respective directors or officers assumes any responsibility for the accuracy
or completeness of such information, or for any failure by Primaris to
disclose events or facts which may have occurred or which may affect the
significance or accuracy of any such information, but which are unknown to
KingSett Capital and Ontario Pension Board. Forward-looking information
contained herein are made as of the date of this press release based on the
opinions and estimates of each of KingSett Capital and Ontario Pension Board
on the date statements containing such forward-looking information are made.
KingSett Capital and Ontario Pension Board do not undertake any obligation to
update or revise forward-looking information, whether as a result of new
information, future events or otherwise, except to the extent legally
required. Accordingly, readers should not place any undue reliance on
forward-looking information.

SOURCE KingSett Capital


Media contact:
Longview Communications
Louise Kozier
Tel: (604) 644-6090
Press spacebar to pause and continue. Press esc to stop.