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H&R REIT Provides Update on Upcoming Special Meeting of Unitholders to approve Primaris Spin-Off

TORONTO, Dec. 1, 2021 /CNW/ - H&R Real Estate Investment Trust ("H&R" or "the REIT") (TSX: HR.UN) wishes to provide unitholders with an update in respect of its management information circular dated November 5, 2021 (the "Circular") relating to the unitholder meeting (the "Meeting") to be held virtually on December 13, 2021 to consider the previously announced proposed tax-free spin-off (the "Spin-Off") of the REIT's Primaris properties including all of H&R's enclosed malls into a new, completely independent, stand-alone, publicly traded REIT ("Primaris REIT").

H&R wishes to clarify one provision with respect to the new incentive unit plan and option plan to be adopted by Primaris REIT. As described in the Circular, the value of incentive units or other units or options granted to any one Primaris REIT Non-Executive Trustee (as such term is defined in the Circular) within each calendar year, under all security-based compensation arrangements of Primaris REIT, will not, pursuant to such plans, exceed $150,000. Primaris REIT's option plan will further provide that the value of options granted to any one Primaris REIT Non-Executive Trustee in any one calendar year shall not exceed $100,000. A draft copy of the unit option plan is available at www.sedar.com.

Unitholders are encouraged to review the Circular, which provides a detailed discussion of the Spin-Off and related resolutions to be considered at the Meeting. The Circular is available at www.hr-reit.com and www.sedar.com.

About H&R REIT

H&R REIT is one of Canada's largest real estate investment trusts with total assets of approximately $13.1 billion at September 30, 2021. H&R REIT has ownership interests in a North American portfolio of high-quality office, retail, industrial and residential properties comprising over 40 million square feet. H&R is currently undergoing a five-year, transformational strategic repositioning to create a simplified, growth-oriented company focusing on multi-residential and industrial properties to surface significant value for unitholders.

Forward-Looking Disclaimer

Certain information in this news release contains forward-looking information within the meaning of applicable securities laws (also known as forward-looking statements) including, among others, statements made or implied relating to H&R's objectives, beliefs, plans, estimates, projections and intentions and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts, including the terms of Primaris REIT's incentive unit plan and option plan. Forward-looking statements generally can be identified by words such as "outlook", "objective", "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans", "project", "budget" or "continue" or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect H&R's current beliefs and are based on information currently available to management.

Forward-looking statements are provided for the purpose of presenting information about management's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. These statements are not guarantees of future performance and are based on H&R's estimates and assumptions that are subject to risks, uncertainties and other factors including those risks and uncertainties in H&R's materials filed with the Canadian securities regulatory authorities from time to time, which could cause the actual results, performance or achievements of H&R to differ materially from the forward-looking statements contained in this news release. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward looking statements include that the general economy is gradually recovering as a result of the COVID-19 pandemic, the extent and duration of which is unknown; debt markets continue to provide access to capital at a reasonable cost, notwithstanding the ongoing economic downturn; the assumptions made in connection with the anticipated benefits of the Spin-Off; the anticipated approval of the Spin-Off by unitholders; the anticipated receipt of any required consents, exemptions, approvals and rulings, including the conditional approval of the TSX, of which there are no assurances; the expectation that the parties to the arrangement agreement for the Spin-Off will comply with its terms and conditions; and the expectation that no event, change or other circumstance will occur that could give rise to the termination of the arrangement agreement for the Spin-Off. Additional risks and uncertainties include, among other things, risks related to: real property ownership; the current economic environment; COVID-19; credit risk and tenant concentration; lease rollover risk; interest and other debt-related risk; construction risks; currency risk; liquidity risk; financing credit risk; cyber security risk; environmental and climate change risk; co-ownership interest in properties; joint arrangement and investment risks; unit price risk; availability of cash for distributions; ability to access capital markets; dilution; unitholder liability; redemption right risk; risks relating to debentures and the inability of the REIT to purchase senior debentures on a change of control; tax risk, and additional tax risk applicable to unitholders. H&R cautions that these lists of factors, risks and uncertainties are not exhaustive. Although the forward-looking statements contained in this news release are based upon what H&R believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements.

Readers are also urged to examine H&R's materials filed with the Canadian securities regulatory authorities from time to time as they may contain discussions on risks and uncertainties which could cause the actual results and performance of H&R to differ materially from the forward-looking statements contained in this news release. All forward-looking statements in this news release are qualified by these cautionary statements. These forward-looking statements are made as of November 29, 2021 and the REIT, except as required by applicable Canadian law, assumes no obligation to update or revise them to reflect new information or the occurrence of future events or circumstances.

Additional information regarding H&R is available at www.hr-reit.com and on www.sedar.com.

SOURCE H&R Real Estate Investment Trust


View original content: http://www.newswire.ca/en/releases/archive/December2021/01/c7674.html