H&R Real Estate Trust

On June 1, 2000, H&R Real Estate Investment Trust (H&R) and Royop Properties Corporation (Royop) announced that they had entered into an arrangement agreement pursuant to which H&R would acquire all of the issued and outstanding common shares of Royop in exchange for units of H&R on the basis of 0.0938 of an H&R unit for each Royop share, by way of a plan of arrangement. The asset value of the transaction is approximately $90 million.

As part of the Arrangement transaction, Royop will sell its hospitality assets and development assets to certain of its insiders. Royop management has agreed to vote their 34 per cent interest in Royop in favour of the Arrangement. Royop shareholders will meet to consider the Arrangement on August 22, 2000 and the Arrangement is expected to be completed by the end of August, 2000.

H&R was represented by Robert Dickson, Will Fung, Jules Lewy, Ronald Goldenberg and Susan Jackson of Fraser Milner Casgrain and David Kutner, Robyn Kestenberg and Allan Litwack of Minden, Gross, Grafstein & Greenstein. Royop was represented by Richard Steinberg, David Coultice and Jodi Katz of Fasken Martineau DuMoulin LLP. The independent committee of Royop was represented by Macleod Dixon. Brian Sherman of Macleod Dixon is representing Royop in connection with certain real estate transactions relating to the Arrangement, including the disposition of the development assets. Glen Ortt of Miller Thomson LLP (Calgary) is representing the purchasers of the hospitality assets.

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