/NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES/
EARLY WARNING NEWS RELEASE PURSUANT TO SECTION 102.1 OF THE SECURITIES ACT (ONTARIO) AND NATIONAL INSTRUMENT 62-103
TORONTO, April 2, 2012 /CNW/ - Further to disclosure requirements of applicable securities laws, Mitchell Goldhar announces that he has, since the last early warning report dated March 24, 2011, acquired, directly or indirectly through controlled affiliates, beneficial ownership of equity and voting securities of Calloway Real Estate Investment Trust (the "REIT") as follows: (i) 311,182 units of the REIT pursuant to the exercise of previously disclosed arrangements, including trustee compensation arrangements; (ii) 623,855 exchangeable Class B limited partnership units (exchangeable into REIT units on a one-for-one basis) of subsidiary partnerships of the REIT (the "Partnerships"), together with an equal number of associated non-participating special voting units, pursuant to private placements in the context of a previously disclosed purchase and sale transaction completed in August 2011 and the exercise of previously disclosed arrangements; and (iii) 2,136,138 non-participating special voting units pursuant to the terms of Section 6.1.5 of the Sixth Amended and Restated Declaration of Trust of the REIT ("Additional Special Voting Units") whereby Mitchell Goldhar has minimum voting entitlements in specified circumstances.
After giving effect to the foregoing unit acquisitions, and taking into account securities of the REIT Mitchell Goldhar already beneficially owns, Mitchell Goldhar, directly or indirectly, has beneficial ownership of 11,996,865 units of the REIT, representing approximately 11.1% of the 107,696,412 outstanding units of the REIT, which together with Mitchell Goldhar's beneficial ownership of 13,666,083 exchangeable Class B limited partnership units of the Partnerships (and associated special voting units), and 7,554,228 Additional Special Voting Units, represents an approximate 20.5% economic interest and a 25% voting interest in the REIT. As a percentage of the REIT's outstanding equity units and voting units, as at March 30, 2012, the forgoing unit acquisitions collectively represent an economic interest and voting interest of approximately 0.7% and 2.3%, respectively.
The securities are being held by Mitchell Goldhar for investment purposes. In the future, Mitchell Goldhar may, whether individually or on a joint basis, directly or indirectly, increase or decrease his beneficial ownership in the securities of the REIT depending on factors including, but not limited to, the business and prospects of the REIT as well as market conditions, whether in the open market, by privately negotiated agreements, or otherwise.
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 Joseph Amato of SmartCentres at 905-760-6200.
For further information:
Joseph Amato of SmartCentres at 905-760-6200