Sandpiper Group Announces Its Opposition to H&R's Proposed GO Residential Transaction

• Sandpiper, owner of approximately 1% of H&R's outstanding units, intends to vote AGAINST the arrangement
• Based on October 1, 2026 prices disclosed in H&R's management information circular, the consideration was worth approximately C$10.15 per unit – below the C$10.80 to C$13.20 fair market value range set by the Independent Trustees' independent valuator 
• Sandpiper believes better alternatives are available to maximize value for all unitholders

VANCOUVER, BC, Oct. 16, 2026 /CNW/ -- Sandpiper Group ("Sandpiper"), which owns approximately 1% of the outstanding units of H&R Real Estate Investment Trust ("H&R") (TSX: HR.UN), today announced that it opposes, and intends to vote its units AGAINST, the proposed transaction under which H&R's assets would be sold to GO Residential Real Estate Investment Trust ("GO REIT") and a buyer group that includes Blackstone, Crestpoint and CRAL Class B Limited ("CRAL"), a company controlled by the family of H&R's Executive Chairman and CEO, Thomas J. Hofstedter (the "Transaction"). Under the Transaction, H&R unitholders would receive C$4.28 in cash plus 0.5688 of a GO REIT unit for each H&R unit.

Sandpiper has serious concerns with the Transaction. This release sets out five key reasons, drawn from public disclosure, including H&R's management information circular dated October 2, 2026 and filed on October 8, 2026 (the "Circular").

1. The Value Falls Short on Key Metrics

C$10.15. That is what the consideration was worth per H&R unit at the GO REIT price and exchange rate disclosed in the Circular as of October 1, 2026. The headline value of C$12.01 per unit depended on GO REIT's unit price on August 10, 2026, the day before the Transaction was announced.

At C$10.15, the consideration is below: (i) H&R's reported NAV of C$16.23 per unit at June 30, 2026; (ii) the C$10.80 to C$13.20 fair market value range set by National Bank Financial, the independent valuator engaged by H&R's Independent Trustees; (iii) C$10.49, the unaffected June 10, 2026 price against which the board measures its 14.5% premium; and (iv) C$10.89, the price at which H&R units traded the day before the Transaction was announced.

2. Unitholders Were Apparently Offered More – in Cash

C$12.50. As disclosed in the Circular, in 2025, multiple buyer groups made non-binding proposals to acquire H&R at all-cash prices of up to C$12.50 per unit, and H&R appears to have told each of them that was not enough. H&R's board has since accepted mostly-unit consideration worth about C$10.15 on October 1, 2026 from a purchaser group that includes H&R's own CEO, who played a role in the Transaction.

3. One Set of Terms for CRAL, Another for Public Unitholders

C$413 million. According to the Circular, CRAL, controlled by the Hofstedter family, is to pay about C$1.56 billion for assets with an IFRS value of about C$1.98 billion. No independent valuation of that price is described. Further, about C$529 million is satisfied with CRAL's own H&R units and the net proceeds of package assets sold to third parties since signing are also credited to CRAL – and those sales are instructive. H&R has sold its interest in 25 Sheppard Avenue West for C$81.5 million, its full IFRS value, and has agreed to sell the Caledon Lands for C$436.0 million in cash, C$36 million above their IFRS value.

4. Insiders Receive a Fixed Price; Public Unitholders Bear Market Risk

C$12.01. As disclosed in the Circular, that is the fixed cash price at which vested trustee and executive equity awards, including awards that vest on the change of control, will be redeemed. Public unitholders, by contrast, may receive less per unit – about C$10.15 per unit at October 1, 2026 – and bear the full market risk on the GO REIT units they receive.

5. Unitholders Take On GO REIT's Market Risk and a Significant Tax Bill

52%. That is how far GO REIT's unit price had fallen from its US$15.00 July 2025 IPO price as of October 6, 2026, the last trading day before the first public opposition to the Transaction. Issuing about 134.2 million new GO REIT units risks a market overhang in a security that, to Sandpiper's knowledge, has no major index inclusion.

According to the Circular, H&R estimates taxable income of C$4.25 to C$4.75 per unit – of which C$3.00 to C$3.35 is ordinary income for taxable Canadian-resident unitholders – significantly reducing the after-tax value of the C$4.28 cash payment. While unitholders may consider selling their units on the TSX before closing as an alternative, unitholders doing so may be selling below the price at which H&R units traded before the Transaction was announced – a result that, in Sandpiper's view, highlights the shortcomings of the Transaction.

Better Alternatives Are Available

Sandpiper believes the Transaction is not the right way to maximize value for H&R's public unitholders. Sandpiper believes that, if the Transaction does not proceed, unitholders would retain the opportunity to pursue alternatives that deliver better value on terms that are transparent, balanced and fair to all unitholders.

"The central question is whether this particular transaction delivers compelling value to H&R's public unitholders on terms that are transparent, balanced and in our best interests. We have serious concerns that it does not," said Samir Manji, Founder and CEO of Sandpiper Group. "That is why Sandpiper intends to vote AGAINST the Transaction."

Advisors

Sandpiper has retained Norton Rose Fulbright Canada LLP as legal counsel and Kingsdale Advisors as strategic advisor.

About Sandpiper Group

Sandpiper Group is a family office and private equity firm, focused on private acquisition opportunities and strategic equity investments. For more information about Sandpiper, visit www.sandpipergroup.ca.

Additional Information

The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Notwithstanding the foregoing, Sandpiper is voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with securities laws applicable to public broadcast solicitations.

Any solicitation made by Sandpiper in advance of any H&R unitholders meeting is, or will be, as applicable, made by Sandpiper, and not by or on behalf of management of H&R. All costs incurred for any solicitation will be borne by Sandpiper, provided that, subject to applicable law, Sandpiper may seek reimbursement from H&R for out-of-pocket expenses, including proxy solicitation expenses and legal fees.

Any proxies solicited by Sandpiper may be solicited in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian securities laws. In addition, solicitation may be made by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by representatives of Sandpiper in accordance with Canadian securities laws and regulations. All costs incurred for such solicitation will be borne by Sandpiper. Proxies may be revoked as set out in the declaration of trust of H&R, the Circular or in any other manner permitted by law.

Other than as a unitholder of H&R in respect of the Transaction, neither Sandpiper nor, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, in any transaction since the commencement of H&R's most recently completed financial year, or in any proposed transaction which has materially affected or will materially affect H&R or any of its subsidiaries. Neither Sandpiper nor, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the upcoming H&R unitholders' meeting, other than as a unitholder of H&R.

Based upon publicly available information, H&R's registered office and head office are located at 3625 Dufferin Street, Suite 500, Toronto, Ontario M3K 1N4, Canada. A copy of this press release may be obtained on H&R's SEDAR+ profile at www.sedarplus.ca.

Forward-Looking Information

Certain statements in this press release, including statements regarding the Transaction, the outcome of the vote at the special meeting, the value of the consideration, Sandpiper's intentions and Sandpiper's assessment of alternatives available to H&R, contain "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information is not based on historical facts but on current expectations and assumptions, and is subject to risks and uncertainties that could cause actual results to differ materially. Words such as "believes", "intends", "expects", "may", "would" and "could" and similar expressions identify forward-looking information. Sandpiper believes the expectations reflected in this forward-looking information are reasonable, but undue reliance should not be placed on it. Except as required by law, Sandpiper undertakes no obligation to update or revise any forward-looking information. Information in this press release about H&R, GO REIT, CRAL and the Transaction is based on publicly available information, including the Circular, which Sandpiper has not independently verified.

SOURCE Sandpiper Group

Media Contact: Vinay Panchal, Director, Capital Markets & Investor Relations, Sandpiper Group, 604-416-4037|[email protected]