Retrocom Mid-Market REIT Acquires Property Portfolio

On July 26, 2005, Retrocom Mid-Market REIT acquired a portfolio of seven shopping malls located in Saskatchewan, Ontario and Quebec from RioCan REIT for approximately $182 million. The purchase price was satisfied in cash, the assumption of existing mortgages and the issuance to RioCan REIT of a $30 million principal amount 4.5 per cent convertible non-callable debenture. The cash consideration of the acquisition was funded by Retrocom Mid-Market REIT from the proceeds of a public offering that consisted of $51.5 million of units and $20 million of 7.5 per cent convertible unsecured subordinated debentures.

The offering was underwritten by a syndicate led by CIBC World Markets Inc. that included TD Securities Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., Scotia Capital Inc., Canaccord Capital Corp. and Desjardins Securities Inc.

Retrocom was represented by Fasken Martineau DuMoulin LLP with a team that included Anil Aggarwal, Jonathan Levin, Georges Dubé, Jamie Pennell and Steve Saville (corporate/securities), Belinda James, Dan Law and Alysha Valenti (real estate), Mitchell Thaw (tax) and Rosalind Cooper (environmental). Richard Clare and Marie-José Roux-Fauteux of Fasken Martineau in Montreal provided assistance with the REIT's acquisition.

RioCan was represented by Fogler, Rubinoff LLP, as to corporate and real estate matters, with a team that included Raymond Gelgoot, Barbara Schechter and Bill Berger, and by Goodmans LLP, as to securities law matters, by Sheldon Freeman and Jeff Citron. Marc Rubin and Louis Samuel of De Grandpré Chait LLP in Montreal advised RioCan in connection with the sale of the Quebec property.

The underwriters for Retrocom's public offering were represented by Torys LLP with a team that included Pat Koval, Chris Fowles, Kevin Cohen and Rafal Nowak (corporate and securities), Len Griffiths (environmental), Corrado Cardarelli and Shiyamala Devan-Ramdas (tax), and John van Gent (real estate).