H&R REIT completes spinoff of mall portfolio to create Primaris REIT

On October 27, 2021, H&R REIT (the "REIT") announced a strategic repositioning plan to transform from a diversified REIT, into a simplified, growth-oriented REIT with increased multi-residential and industrial exposure surfacing value through its significant development pipeline.

As part of its plan, the REIT outlined several repositioning initiatives, including the tax-free spin-off of its properties under Primaris, the Canadian retail division of H&R REIT, including all its enclosed mall properties and, together with Healthcare of Ontario Pension Plan ("HOOPP"), to create a new stand-alone, publicly traded REIT, Primaris Real Estate Investment Trust ("Primaris REIT" or the “REIT”), focused on owning and managing enclosed shopping centres in Canada.

Completion of the spin-off, implemented by way of a statutory plan of arrangement, took place on December 31, 2021 and was announced on January 4, 2022. Under its terms, each existing H&R unitholder received one unit of Primaris REIT for every four units of H&R held immediately prior to closing. H&R contributed 27 properties with an appraised value of approximately C$2.4 billion. Immediately following the arrangement, the REIT acquired an additional portfolio of eight properties contributed by HOOPP, with an appraised value of C$0.8 billion. As a result of the arrangement and the transaction with HOOPP, Primaris REIT owns interests in 35 properties with an appraised value of approximately C$3.2 billion (as at September 30, 2021), encompassing 11.4 million square feet of gross leasable area.

Primaris commenced trading independently on the Toronto Stock Exchange on January 5, 2022 under the ticker "PMZ.UN".

Overall, pursuant to the arrangement and transaction with HOOPP, an aggregate of approximately 98.25 million units of the REIT were issued. The REIT also issued approximately 3.34 million exchangeable units. These exchangeable units are exchangeable into units of the REIT at any time and are entitled to receive the same amount of distributions as a regular unit. The number of units issued amounts to approximately 101.6 million units with existing H&R unitholders and HOOPP owning an approximate 74% and 26% interest in the REIT, respectively.

Further information can be found on Canada Newswire’s website.

H&R REIT is one of Canada's largest real estate investment trusts with total assets of approximately C$10.7 billion as at September 30, 2021. H&R REIT has ownership interests in a North American portfolio comprised primarily of high-quality office, industrial and residential properties comprising over 29.4 million square feet (post-Primaris spin off).

Fully funded and managing a highly diversified portfolio of more than C$114.4 billion in assets, HOOPP serves Ontario's hospital and community-based healthcare sector, with more than 620 participating employers and 420,000 active, deferred and retired members. It operates as a private independent trust and is governed by a Board of Trustees with a sole fiduciary duty to deliver the pension promise.