Revenue Properties files Notice of Change to Directors' Circular



    TORONTO, Aug. 15 /CNW/ - Revenue Properties Company Limited (TSX: RPC)
("RPCL") announced today that it has mailed to shareholders a notice of change
to the circular of its Board of Directors (the "Notice of Change"), that
varies and updates information contained in the circular of its Board of
Directors dated June 20, 2008 (the "Directors' Circular"), in response to the
June 10, 2008 offer by Morguard Corporation (TSX: MRC) ("Morguard") to acquire
all of the common shares of RPCL not already owned by Morguard for
consideration per share of Cdn.$12.00 in cash or, at the option of each
tendering RPCL shareholder, 0.33 of a Morguard common share (the "Offer"),
pursuant to its takeover bid dated June 10, 2008, as extended by notice of
extension. A copy of the Notice of Change has also been filed with securities
regulators in Canada and may be found on the SEDAR website under RPCL's
profile at www.sedar.com.
    Previously the independent members of the Board of Directors (the
"Independent Committee") had indicated that they did not intend to accept the
Offer. However, after considering all of the factors set out below (and
discussed in the Notice of Change), each of the independent directors has now
accepted or intends to accept and tender substantially all of their RPCL
common shares to the Offer. In the aggregate, the independent directors will
tender 66,958 RPCL common shares to the Offer (including the 57,800 RPCL
common shares previously tendered by one member of the Independent Committee).
    Although the members of the Independent Committee are not modifying their
previous recommendation that shareholders reject the Offer and not tender
their RPCL common shares, shareholders are encouraged to carefully consider
the Offer in light of their own individual circumstances as well as (and as
such circumstances may be affected by) the following factors (which are not
listed in any particular order of significance) and come to their own
conclusion as to whether to accept the Offer:

    
    -   the conclusion of the Independent Committee that it is most unlikely
        that Morguard will increase the Offer consideration;

    -   the fact that, to date, 1,008,159 RPCL common shares have been taken
        up by Morguard under the Offer, thereby substantially reducing the
        public float and thus the liquidity of the RPCL common shares in the
        future;

    -   the opinion of Blair Franklin Capital Partners Inc. (as reproduced
        and described in the Directors' Circular) that the Offer, as of the
        date of the opinion, was inadequate from a financial point of view;

    -   the stated intention of Morguard to complete a subsequent acquisition
        transaction, which, if successful, would likely result in the same
        consideration being paid or exchanged for the RPCL common shares as
        under the Offer, which consideration would not be paid for several
        months;

    -   the right of shareholders to exercise their statutory dissent rights
        in the event that Morguard is able to effect a subsequent acquisition
        transaction, compulsory acquisition or compelled acquisition;

    -   the possibility that Morguard will be unable to complete a subsequent
        acquisition transaction and the impact of that outcome on ultimate
        liquidity and market (or trading) value of the residual publicly held
        RPCL common shares; and

    -   the fact that the members of the Independent Committee, after
        carefully considering all of the foregoing factors, have all
        determined to tender substantially all of their RPCL common shares to
        the Offer.
    

    Combined with the common shares of RPCL previously owned by Morguard and
its affiliates, Morguard now owns, directly or indirectly, 8,864,655 common
shares of RPCL or approximately 81.87% of the outstanding common shares of
RPCL.
    The Offer is open for acceptance until 6:00 p.m. (Toronto time) on
August 27, 2008.

    Revenue Properties Company Limited is a real estate company whose primary
focus is the acquisition, ownership and development of income producing
properties in Canada and the United States. RPCL's diversified portfolio
includes approximately 4.5 million square feet of retail and office space as
well as 3,414 residential apartment suites.





For further information:

For further information: Revenue Properties Company Limited, Jack
Winberg, Chairman of the Independent Committee of the Board of Directors,
(416) 444-7391

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REVENUE PROPERTIES COMPANY LIMITED

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