Partners Real Estate Investment Trust announces consolidation and proposed odd lot selling and purchase program

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VICTORIA, BC, Feb. 10, 2012 /CNW/ - Partners Real Estate Investment Trust (the "REIT" or "Partners REIT") (TSXV: PAR.UN) announces that it has received the approval of the TSX Venture Exchange ("TSXV") to consolidate its issued and outstanding units on the basis of one (1) post-consolidation unit for every four (4) pre-consolidation units. As previously disclosed on December 15, 2011, unitholders approved the consolidation by an affirmative vote of 14,975,707 Partners REIT units, representing 99.40% of the votes cast by holders of Partners REIT units present in person or by proxy. The exercise price and number of units of Partners REIT issuable upon the exercise of outstanding options, warrants and convertible debentures will be proportionally adjusted with the implementation of the unit consolidation. Partners REIT expects the post-consolidation units to begin trading on the TSXV on February 14, 2012.

In connection with, and immediately following, the consolidation of Partners REIT units, each Partners REIT unitholder that receives fractional Partners REIT units on the consolidation will irrevocably deposit all such fractional Partners REIT units with their agent, Computershare Investor Services Inc. ("Computershare"). Computershare, as soon as practicable, will aggregate all such 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 TSXV 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 are expected to be delivered to unitholders on or about February 17, 2012. As previously disclosed 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 were 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.

The board of trustees of Partners REIT considered it advisable to consolidate units of Partners REIT to enhance the liquidity for existing and potential unitholders which will assist Partners REIT in raising additional funds for further acquisitions.

Odd Lot Selling and Purchase Program

Partners REIT intends to establish an odd lot selling and purchase program (the "Program") for unitholders holding less than 100 units of Partners REIT (an "odd lot"). The Program will allow eligible unitholders to sell their odd lot or to buy additional units to enable a unitholder to hold a whole board lot (100 units of Partners REIT) without incurring brokerage fees. Unitholders with less than 100 units of Partners REIT will be eligible to participate in the Program. The Program is expected to operate through the facilities of the TSXV in compliance with the TSXV's policies for Small Shareholder Selling and Purchase Arrangements.The REIT makes no recommendation as to whether or not an eligible unitholder should participate in the Program. The decision to participate should be based on the unitholder's particular financial circumstances. Eligible unitholders may wish to obtain advice from their broker or financial advisor as to the advisability of participating. Information about the Program will be forwarded to eligible unitholders. Partners REIT will provide additional details regarding the Program to unitholders shortly. Implementation of the Program is subject to TSXV approval.

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 policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Partners REIT

For further information:

Partners REIT:
Patrick Miniutti, President and Chief Operating Officer (250) 940-5500

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Partners REIT

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