News Column

Orange Capital Provides Update on Premium Tender to Purchase Units of Partners REIT

June 3, 2014

Premium Tender is open for acceptance by unitholders of Partners REIT and has been mailed to all unitholders

Premium Tender offers unitholders $5.00 per unit payable in cash for up to 10% of Partners REIT units outstanding, representing an approximate 15% premium to the REIT's trailing 30-day VWAP

Unitholders requiring assistance depositing units or with questions can contact Kingsdale Shareholder Services at 416-867-2272 or at 1-855-682-9437 (North American Toll Free Number)

TORONTO, June 3, 2014 /CNW/ -Orange Capital, LLC ("Orange Capital") is pleased to confirm that its previously announced premium tender (the "Premium Tender") to acquire up to 10% of the outstanding units of Partners Real Estate Investment Trust (TSX: PAR.UN) ("Partners REIT" or the "REIT") at a price of $5.00 per unit in cash (the "Purchase Price") has now been mailed to all Partners REIT unitholders and is posted on SEDAR under Partners REIT's profile at www.sedar.com.

The Purchase Price represents a 7.1% premium to the $4.67 closing price of the units on the Toronto Stock Exchange on May 27, 2014 (the last trading day prior to the announcement of the Premium Tender) and an approximate 15% premium to the volume weighted average price of $4.38 per unit over the preceding 30 trading days at the time of announcement. Orange Capital would like to thank all unitholders who have already expressed their support for the Premium Tender and for a campaign of change at Partners REIT.The Premium Tender offer is open for acceptance and will expire at 5:00 p.m. (Toronto time) on Thursday, June 12, 2014, unless the Premium Tender is extended, varied or withdrawn.

Orange Capital has had a number of unitholders inquire about the process to deposit their units in support of the Premium Tender. Kingsdale Shareholder Services ("Kingsdale"), the depositary for the Premium Tender and Orange Capital's information agent, can provide unitholders with assistance in depositing units and can answer any other questions unitholders may have with respect to the Premium Tender. Please contact Kingsdale at 1-855-682-9437 (North American Toll Free Number) or at 1-416-867-2272 (collect outside North America). You can also email Kingsdale at contactus@kingsdaleshareholder.com.

In addition to the Premium Tender, Orange Capital will be mailing a proxy circular (the "Circular") to all unitholders in respect of Partners REIT's upcoming July 15, 2014 annual and special meeting (the "Meeting") and will be nominating trustees for election at the Meeting in accordance with the REIT's procedures. Orange Capital will be providing further details on its proposed trustee nominees shortly.

If you have any questions with respect to the Premium Tender, or need assistance in depositing your units, please contact the depositary and information agent for the Premium Tender:

Kingsdale Shareholder Services

Toll Free (North America): 1-855-682-9437

Outside North America Call Collect: 1-416-867-2272

Email: contactus@kingsdaleshareholder.com

ABOUT ORANGE CAPITAL

Orange Capital is a New York based investment firm. The firm is a value-oriented investor in event-driven securities. Orange Capital was co-founded in 2005 by Daniel Lewis and Russell Hoffman. Prior to founding the firm, Orange Capital's portfolio manager, Daniel Lewis, was a director with Citigroup's Global Special Situations Group.

SOURCE

Orange Capital, LLC

OTHER INFORMATION

The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Although Orange Capital is proposing to nominate trustees to the board of Partners REIT at the Meeting, unitholders are not being asked at this time to execute a proxy in favour of any nominees. Orange Capital intends to file the Circular in due course, in compliance with applicable securities laws.

Notwithstanding the foregoing, Orange Capital is voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 Continuous Disclosure Obligations in accordance with securities laws applicable to public broadcast solicitations. In connection therewith, certain information has previously been provided in Orange Capital's press release dated May 28, 2014 under the section entitled "Additional Information", which section is incorporated by reference herein (the "Additional Information"). The press release containing the Additional Information, as well as this press release, have been filed by Orange Capital and are available for review under Partners REIT's SEDAR profile at www.sedar.com.

SOURCE Orange Capital, LLC


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