Lotus Crux REIT LP acquires stake in PRO Real Estate Investment Trust

EARLY WARNING NEWS RELEASE PURSUANT TO SECTION 102.1 OF THE SECURITIES ACT (ONTARIO) AND NATIONAL INSTRUMENT 62-103

TORONTO, Sept. 30, 2014 /CNW/ - Further to disclosure requirements of applicable securities laws, Lotus Crux REIT LP ("Offeror") is pleased to announce that it has acquired, pursuant to a private placement (the "Private Placement"), ownership and control of: (a) 2,174,000 trust units (the "Units") of Pro Real Estate Investment Trust (the "REIT"); and (b) 1,087,000 trust unit purchase warrants of the REIT (the "Warrants"), each whole Warrant being exercisable for one Unit (the "Warrant Units") at an exercise price of $2.65 at any time prior to March 31, 2017. Together, the Units and Warrant Units represent approximately 14.15% of the issued and outstanding Units on a partially diluted basis, assuming the exchange of all class B limited partnership units ("Class B LP Units") of PRO REIT Limited Partnership ("PRO REIT LP")  for Units on a one-for-one basis in accordance with and subject to the terms and conditions of the Exchange Agreement of the REIT dated March 11, 2013 (the "Exchange Agreement"), after giving effect to a concurrent public offering of an aggregate of 9,285,000 Units completed by the REIT on September 30, 2014.  

The acquisition of Units and Warrants under the Private Placement was completed at a subscription price of $2.30 per private placement unit, each private placement unit being comprised of one Unit and one half of one Warrant.

The Units and Warrants were acquired for investment purposes. The Offeror and/or one or more of its affiliated or related entities, may, subject to the terms of a support agreement entered into by the Offeror, the REIT and PRO REIT LP, depending on market and other conditions, increase or decrease its beneficial ownership control or direction over Units of the REIT through market transactions, private agreements, property acquisition transactions, treasury issuances, grants of equity based compensation arrangements, convertible securities or otherwise.

The acquisition of the Units and Warrants under the Private Placement was made in reliance upon the applicable prospectus exemptions set out under National Instrument 45-106 "Prospectus and Registration Exemptions".

This news release is being issued as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. Further information (including a copy of the early warning report to be filed on SEDAR) can be obtained at www.sedar.com under the REIT's company profile or by contacting Peter Aghar at 416‐930‐1756 or Shenoor Jadavji at 604-568-9982. The Offeror has its registered office at 5300 Commerce Court West, 199 Bay Street, Toronto, ON M5L 1B9.

SOURCE: Lotus Crux REIT LP

For further information: Peter Aghar at 416?930?1756 or Shenoor Jadavji at 604-568-9982


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