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

Highlights

• 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 /CNW/ - 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 No.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 centres.

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.

Advisors

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 as more than 40,000 pensioners and deferred 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 quality shopping 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

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