Primaris Retail REIT Waives Application of Rights Plan and Provides Update on H&R REIT Transaction

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION. 


Primaris Retail REIT (TSX:PMZ.UN) today announced that effective Noon (Toronto
time) February 4, 2013, it has waived the application of its Unitholder Rights
Plan in connection with the hostile bid made by KS Acquisition II L.P. (which
includes KingSett Capital, Ontario Pension Board and RioCan REIT).  


While waiving the application of the Plan, the Board of Trustees continues to
unanimously recommend that Unitholders reject the inadequate KingSett bid and
take no action with regards to it. 


On January 16, Primaris entered into an agreement with H&R REIT in which H&R
will, subject to a number of conditions, acquire 100 per cent of the issued and
outstanding units of Primaris. The Primaris Board of Trustees is unanimously
recommending that Unitholders support the H&R transaction.  


"The Plan has accomplished what it was designed to do," said William Biggar,
Chair of the Independent Committee of Trustees that was created to review the
KingSett bid and any alternatives to it. "We were presented with a hostile bid
that undervalued Primaris and its assets. The Plan allowed us the necessary time
to canvas the market for a more compelling offer, which we received from H&R
REIT."


We are expecting that the Primaris unitholder meeting will be held in March 2013
and that we will send unitholders an information circular in the next few weeks.
The application of the rights plan to the H&R REIT transaction will be waived as
part of the unitholder approval of the transaction at the Primaris unitholder
meeting.


Units already tendered to the KingSett offer can be withdrawn. Investors
requiring assistance in withdrawing previously tendered Primaris Units should
contact Kingsdale Shareholder Services Inc. at 1-866-581-1571 toll-free in North
America, or 416-867-2272 outside North America or by email at
contactus@kingsdaleshareholder.com.


About Primaris 

Primaris is a TSX listed real estate investment trust that specializes in owning
and operating Canadian enclosed shopping centres that are dominant in their
local trade areas. Merchandising for each property is dynamic in order to meet
the unique needs of its local customers and the community. Primaris maintains a
high occupancy rate at its shopping centres and has retail tenants that offer
new and exciting brands. Primaris owns 35 income-producing properties comprising
approximately 14.7 million square feet located in Canada. As of December 31,
2012, Primaris had 100,346,768 units issued and outstanding (including
exchangeable units for which units have yet to be issued). 


Forward-Looking Information 

This press release contains forward-looking statements that reflect the current
expectations of Primaris about its future results, performance, prospects and
opportunities. Readers are cautioned not to place undue reliance on
forward-looking information. Primaris has tried to identify these forward
looking statements by using words such as "may", "will", "should" "expect",
"anticipate", "believe", "intend", "plan", "estimate", "potentially" and similar
expressions. By its nature, such forward-looking information necessarily
involves known and unknown risks and uncertainties that may cause Primaris'
actual results, performance, prospects and opportunities in future periods to
differ materially from those expressed or implied by such forward-looking
statements. Readers should review the Trustees' Circular under the heading
"Forward-Looking Statements" for a further details related to these
forward-looking statements.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Primaris Unitholders: Kingsdale Shareholder Services Inc.
Toll-free in North America:
1-866-581-1571 (English and Francais)
Outside of North America (collect calls accepted):
1-416-867-2272
contactus@kingsdaleshareholder.com


Media: NATIONAL Public Relations
Peter Block
416-848-1431


NATIONAL Public Relations
Jennifer Lee
416-848-1383

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