Primaris Retail REIT and H&R Provide Transaction Update

H&R Real Estate Investment Trust ("H&R REIT") and H&R Finance Trust ("H&R
Finance Trust", collectively, "H&R")
(TSX:HR.UN)(TSX:HR.DB.C)(TSX:HR.DB.D)(TSX:HR.DB.E) and Primaris Retail Real
Estate Investment Trust (TSX:PMZ.UN) today announced minor changes to the
previously announced transactions involving Primaris, H&R and a KingSett
Capital-led consortium. The parties have agreed to make the following changes,
which do not affect the consideration payable to Primaris unitholders:




--  H&R REIT will now acquire St. Albert Centre, an enclosed shopping centre
    located in St. Albert, Alberta, pursuant to the plan of arrangement. The
    transaction previously contemplated the sale of St. Albert Centre by a
    Primaris subsidiary to KS Acquisition II LP, a 50/50 joint venture of
    KingSett Growth LP No. 5 and the Ontario Pension Board. 
    
--  Primaris and H&R have agreed to make certain minor amendments to the
    plan of arrangement that was included in the management information
    circular sent to Primaris unitholders and filed on SEDAR on February 22,
    2013. The purpose of the amendments is to provide for the distribution
    to Primaris of cash received by Primaris subsidiaries on the sale of
    certain properties to the KingSett Capital-led consortium and to
    implement certain reorganization transactions as contemplated in the
    amended and restated arrangement agreement. A copy of the amended Plan
    of Arrangement has been filed on www.sedar.com. The Primaris unitholders
    will vote on the plan of arrangement, as amended. 
    
--  Primaris and H&R have offered the holders of Primaris exchangeable units
    an opportunity to participate in the transaction by exchanging their
    current exchangeable units on a tax-deferred basis for new exchangeable
    units. Under this offer, each new exchangeable unit would be
    exchangeable for 1.166 H&R Stapled Units following the consummation of
    the transaction. Any agreement is subject to negotiation of definitive
    documentation. Upon completion of such documentation, the redemption
    notices sent to such holders would be withdrawn.



Under the Plan of Arrangement, Primaris unitholders may elect to receive $28.00
in cash per Primaris unit, subject to an aggregate cash amount of approximately
$1.28 billion, or 1.166 H&R stapled units (1.166 H&R REIT units and 1.166 H&R
Finance Trust units) per Primaris unit, in each case subject to proration.


Unitholders of Primaris are invited to attend a special meeting of unitholders
of Primaris to be held on March 22, 2013 at 10:00 a.m. (Toronto time) at the
Trump International Hotel & Tower Toronto, 325 Bay Street, Toronto, Ontario,
Canada, M5H 4G3. Unitholders are urged to ensure their votes are cast no later
than March 20, 2013 at 10:00 a.m. (Toronto time) to ensure that their Primaris
units will be represented at the meeting, whether or not they are personally
able to attend. 


If you have any questions or need assistance to vote, please contact Primaris'
proxy solicitation agent, Kingsdale Shareholder Services Inc., by toll-free
telephone in North America at 1-866-581-1571, outside North America at
416-867-2272 or by email at [e-mail].


Unitholders of H&R are invited to attend special meetings of unitholders of H&R
REIT and H&R Finance Trust to be held on March 22, 2013 at 10:00 a.m. (Toronto
time) at Hockey Hall of Fame, Spotlight Theatre, Brookfield Place, 30 Yonge
Street, Toronto, Ontario. Unitholders are urged to ensure their votes are cast
no later than March 20, 2013 at 5:00 p.m. (Toronto time) to ensure that their
H&R REIT units and H&R Finance Trust units will be represented at the meetings,
whether or not they are personally able to attend. 


If you have any questions or need assistance to vote, please contact H&R's proxy
solicitation agent, CST Phoenix Advisors, by e-mail at
[e-mail], by telephone at 1-866-822-1245 (toll-free
within Canada or the United States) or 1-201-806-2222 (banks, brokers and
collect calls outside Canada and the United States) or by fax at 1-888-509-5907
(North American Toll Free Facsimile) or 1-647-351-3176.


About H&R 

H&R REIT is an open-ended real estate investment trust, which owns a North
American portfolio of 41 office, 113 industrial and 138 retail properties
comprising over 44 million square feet and 2 development projects, with a fair
value of approximately $10 billion. The foundation of H&R's REIT success since
inception in 1996 has been a disciplined strategy that leads to consistent and
profitable growth. H&R REIT leases its properties long term to creditworthy
tenants and strives to match those leases with primarily long-term, fixed-rate
financing. 


H&R Finance Trust is an unincorporated investment trust, which primarily invests
in notes issued by a U.S. corporation, which is a subsidiary of H&R REIT. As at
December 31, 2012, the note receivable balance is U.S. $162.5 million. In 2008,
H&R REIT completed an internal reorganization, which resulted in each issued and
outstanding H&R REIT unit trading together with a unit of H&R Finance Trust as a
"Stapled Unit" on the Toronto Stock Exchange. 


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 43 income-producing properties comprising
approximately 15.9 million square feet located in Canada. As of February 28,
2013, Primaris had 100,743,915 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 current
expectations of each of Primaris and H&R about their future results,
performance, prospects and opportunities, including with respect to the closing,
costs and benefits of the proposed transaction and all other statements that are
not historical facts. The timing and completion of the proposed transaction is
subject to customary closing conditions, termination rights and other risks and
uncertainties including, without limitation, required regulatory, court, and
unitholder approvals. Accordingly, there can be no assurance that the proposed
transaction will occur, or that it will occur on the timetable or on the terms
and conditions contemplated in this news release. The proposed transaction could
be modified, restructured or terminated. Readers are cautioned not to place
undue reliance on forward looking information. Each of Primaris and H&R 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 actual results, performance, prospects and
opportunities in future periods of Primaris or H&R to differ materially from
those expressed or implied by such forward looking statements.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Primaris Unitholders: Kingsdale Shareholder Services Inc.
1 [phone] (English and Francais)
toll-free in North America
[phone] outside of North America
(collect calls accepted)
[e-mail]


Primaris Retail Real Estate Investment Trust
John Morrison
President & Chief Executive Officer
[phone]


Primaris Retail Real Estate Investment Trust
Louis Forbes
Executive Vice President & Chief Financial Officer
[phone]


Media Contact for Primaris Retail REIT
NATIONAL Public Relations
Peter Block
[phone]


NATIONAL Public Relations
Jennifer Lee
[phone]


H&R Unitholders: CST Phoenix Advisors
1-866-822-1245
(toll-free within Canada or the United States)
1-201-806-2222 (banks, brokers and collect calls
outside Canada and the United States)
[e-mail]


H&R Real Estate Investment Trust
Tom Hofstedter
President & Chief Executive Officer
[phone]


H&R Real Estate Investment Trust
Larry Froom
Chief Financial Officer
[phone]


Media Contact for H&R REIT
Longview Communications
Louise Kozier
[phone]