INVESTMENT TRUSTS UNLOCKING LIQUIDITY IN REAL ESTATE PORTFOLIOS

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1 REIT PRACTICE GROUP

2 CASSELS BROCK has acted on some of the largest REIT transactions in Canada. From IPOs to take-overs to privatizations, we have a dedicated team of legal professionals with the experience to handle every aspect of your next transaction. TABLE OF CONTENTS Unlocking Liquidity in Real Estate Portfolios 1 Leading Advisors in an Active REIT Merger Market 2 Innovation: The Emergence of the CPC REIT Alternative 2 Partnering for Success 3 Our Team 4 Representative Transactions 5

3 REAL ESTATE INVESTMENT TRUSTS UNLOCKING LIQUIDITY IN REAL ESTATE PORTFOLIOS Canadian investors continue to be attracted to holding securities in these income-producing real estate vehicles. Experts attribute the most recent surge in popularity to stable yields, substantial tax advantages and the relatively low risk profile of real estate investment trusts (REITs), especially when compared with other investments. This may also be why REITs are seen as an attractive investment alternative in the Canadian capital markets. In the first five months of 2013, six REIT initial public offerings (IPOs) on the Toronto Stock Exchange raised over $760 million from Canadian retail and institutional investors, accounting for 74% of the total money raised from initial offerings in Canada. As demand for REITs rises, several large Canadian corporations have announced they are spinning out their real estate assets into public REITs. Cassels Brock is currently structuring one such transaction for our client. Canadian REITs span a wide and growing range of real estate sectors and markets. These include multi-residential, commercial, industrial, office, medical complex, seniors housing, hospitality, self-storage and student housing. As the world economy continues to recover, publicly-traded, Canadian-based REITs have gained international appeal for their relative stability. Several cross-border and internationally-focused REITs have formed to acquire and manage real estate assets in the US and Europe. Cassels Brock is proud to have worked on the first Canadian REIT focused solely on non-canadian assets, through our involvement in Dundee International REIT s successful IPO. In addition, many US and foreign-based owners of property portfolios are considering Canadian public markets as a viable liquidity option. These transactions require complex tax and corporate structuring and should be executed by Canadian and foreign advisors who are experienced in this specialized area. Cassels Brock is currently engaged in a number of mandates directed at forming foreign-based REITs and bringing them to market in Canada. November 2013 Real Estate Investment Trust Practice Cassels Brock & Blackwell LLP 1

4 REAL ESTATE INVESTMENT TRUSTS LEADING ADVISORS IN AN ACTIVE REIT MERGER MARKET Our REIT group regularly assists clients with complex merger and acquisition transactions on both the acquirer and target sides, under both hostile and negotiated scenarios. We advise REITs and special committees of trustees to negotiate, structure and complete acquisitions, dispositions, business combinations and other REIT-related transactions. We were proud to play a role in two of the largest recent REIT merger and acquisition transactions in Canada. These were the $2.3 billion privatization of TransGlobe REIT by a consortium led by Starlight Investments Ltd. in June 2012 and the $4.6 billion take-over bid for Primaris REIT. In the former, we acted on behalf of the buyer, Starlight, and in the latter, we acted for the target, Primaris. This experience has given us valuable insight into this complex market and the ability to provide the in-depth, tactical advice clients need, no matter what side of the transaction we re on. INNOVATION: THE EMERGENCE OF THE CPC REIT ALTERNATIVE Our team is a recognized leader in forming REITs using the TSX Venture Exchange s (TSXV) unique Capital Pool Company (CPC) Program. We blazed this trail in Canada with our work on True North Apartment REIT and the True North Commercial REIT. These REITs were formed in 2012 and, after a modest start, have raised a combined $226 million to date in public equity financing and continue to grow, with True North Apartment REIT recently graduating to the Toronto Stock Exchange. The use of the TSXV s CPC Program is uniquely suited for certain real estate portfolios. This platform allows the creation of a publicly-listed REIT without the requirement of completing an IPO. Under the right circumstances and market conditions, this represents a compelling alternative to a traditional IPO. It is critical that portfolio owners engage advisors who understand the challenges and advantages associated with this program to assist in determining whether it is the optimal course of action. Cassels Brock continues to be at the forefront of this growing subsector of the Canadian REIT world, offering innovative advice as we work on CPC REITs in a number of diverse sectors. 2 Cassels Brock & Blackwell LLP Real Estate Investment Trust Practice November 2013

5 PARTNERING FOR SUCCESS Cassels Brock sets itself apart by providing a team of lawyers focused on REITs who are capable of delivering comprehensive structuring advice to meet the needs of the organization. Our group draws seamlessly on other highly regarded lawyers in real estate, securities and tax to provide clients with strategic advice and creative business solutions essential for the growth of any REIT. We advise our REIT clients on the full range of issues that affect REIT formation, operation, financing and growth, including: Public offerings of securities, follow-on financings and secondary sales Commercial construction and development Real estate acquisitions and financing Trustee matters and special committees Corporate governance matters Securities compliance Environmental compliance Debt financing Mergers and acquisitions Privatizations A growing number of Canadian corporations are looking to spin real estate assets into REITs and navigating this complex process requires strategic counsel. With numerous successful REIT-related transactions already in our portfolio, Cassels Brock has the experience needed to be the right partner for your next deal. November 2013 Real Estate Investment Trust Practice Cassels Brock & Blackwell LLP 3

6 OUR TEAM PARTNER ASSOCIATE IMRAN AHMAD JOAN BECK PAUL CARENZA TED CITROME LINDSAY CLEMENTS FRANK DELUCA JONATHAN FREEMAN AFZAL HASAN CHRIS HERSH GREG HOGAN NATASHA JIMENO JAY KING TOM KOUTOULAKIS ADRIA LEUNG LIM PHILIP LONG POLLYANNA LORD ROBERT LYSY PAUL MUCHNIK ANDREW REBACK DAVID REDMOND KEN SNIDER NICOLE WASHINGTON LAWRENCE WILDER SEAN WILLIAMSON Cassels Brock & Blackwell LLP Real Estate Investment Trust Practice November 2013

7 REPRESENTATIVE TRANSACTIONS Client Primaris REIT/ Primaris Retail REIT Centurion Apartment REIT True North Commercial REIT True North Apartment REIT Starlight Investments Ltd. Lone Star Real Estate Fund National Bank Financial Inc. Underwriters led by Canaccord Genuity Corp Title Primaris REIT Completes $4.6 Billion Arrangement Transaction with H&R REIT and a KingSett Let Capital Consortium Primaris Retail REIT Completes $115 Million Public Offering Centurion Apartment REIT Completes $205 Million Acquisition of Multi-Province, Multi-Residential Buildings Totalling 2,396 Suites Centurion Apartment REIT Completes $29.1 Million Acquisition of a 634-Unit Student Housing Portfolio in London, Ontario True North Commercial REIT Completes $144.7 Million Formation, Public Financings and Multi-Provincial Property Portfolio Acquisitions Totalling 610,884 Square Feet of Office Space True North Apartment REIT Completes $63 Million Subscription Receipt Offering True North Apartment REIT Completes $57.5 Million Subscription Receipt Offering True North Apartment REIT Completes $51 Million Public Offering True North Apartment REIT Completes $616 Million Formation, Public Financing and Acquisition of Multi-Province Property Portfolio of 5,828 Suites True North Apartment REIT Acquires Residential Property Portfolio in Montreal, Québec for $121 Million Starlight Investments Ltd. Completes $2.3 Billion Privatization of TransGlobe Apartment REIT and Sale of 14 Multi-unit Residential Properties in Ontario, Québec and Nova Scotia to Canadian Apartment Properties REIT; 26 Multi-unit Residential Properties in Ontario, Québec and Alberta to Timbercreek Asset Management Inc.; 63 Properties in Four Canadian provinces to Starlight Investments Ltd. and its Affiliates; and the 72 Remaining REIT Properties to a Joint Venture Comprised of Starlight Investments Ltd. and the Public Sector Pension Investment Board Dundee International REIT Completes $46 Million Bought Deal Public Offering Dundee International REIT Completes $36 Million Secondary Bought Deal Offering Lone Star Real Estate Fund (U.S.) L.P., Sells its Commercial Real Estate Portfolio to Dundee International REIT as Part of Dundee s Successful $472 Million Initial Public Offering, as well as Subsequent Bought Deal Public Offerings Resulting in the Sale to the Public of Lone Star s $92 Million Equity Holding (value: 736 Million) BTB REIT Completes $23 Million Public Offering and Exercise of Over Allotment Option BTB REIT Completes $21.1 Million Bought Deal Offering and Over-Allotment Option BTB REIT Completes $17.5 Million Issue of Units BTB REIT Completes $20 Million Public Offering of Convertible Debentures BTB REIT Completes $12 Million Public Offering of Units PRO Real Estate Investment Trust Completes $11 Million Public Offering November 2013 Real Estate Investment Trust Practice Cassels Brock & Blackwell LLP 5

8 Cassels Brock & Blackwell LLP Suite 2100, Scotia Plaza 40 King Street West Toronto, ON Canada M5H 3C2 Suite 2200, HSBC Building 885 West Georgia Street Vancouver, BC Canada V6C 3E8 Tel: Fax: Tel: Fax: CASSELS BROCK & BLACKWELL LLP. ALL RIGHTS RESERVED. This document and the information in it is for illustration only and does not constitute legal advice. The information is subject to changes in the law and the interpretation thereof. This document is not a substitute for legal or other professional advice. Users should consult legal counsel for advice regarding the matters discussed herein.