FAM Real Estate Investment Trust Files Final Prospectus for Initial Public Offering

/NOT FOR DISSEMINATION IN THE UNITED STATES./

RICHMOND, BC, Dec. 19, 2012 /CNW/ - FAM Real Estate Investment Trust (the "REIT") announced today that it has filed a final prospectus for its initial public offering (the "Offering") of 5,880,000 units (the "Offered Units") with the securities commissions of each of the provinces and territories in Canada. Each Offered Unit consists of one trust unit in the capital of the REIT (a "Trust Unit") and one quarter of one Trust Unit purchase warrant of the REIT (each whole Trust Unit purchase warrant being a "Warrant") at a price of $10.00 per Offered Unit. Each Warrant shall entitle the holder thereof to acquire one Trust Unit (each a "Warrant Unit") at an exercise price of $10.50 per Warrant Unit at any time following closing of the Offering and prior to 5:00 p.m. on December 28, 2015.

The gross proceeds of the Offering will be $58,800,000. The REIT will use the net proceeds of the Offering to indirectly acquire a portfolio of 27 income-producing properties located in Manitoba (eighteen properties), Alberta (four properties), Saskatchewan (two properties), Ontario (two properties) and the Northwest Territories (one property) that are currently owned (or in the case of one property, co-owned) by Huntingdon Capital Corp. ("Huntingdon").  On closing of the Offering, Huntingdon will indirectly hold a 30% interest in the REIT (on a fully exchanged basis) through the ownership of Class B limited partnership units of a subsidiary of the REIT, which are economically equivalent to, and exchangeable for, Trust Units.

The Offering is being underwritten by a syndicate of underwriters co-led by TD Securities Inc. and National Bank Financial Inc. and includes CIBC World Markets Inc., RBC Dominion Securities Inc., Canaccord Genuity Corp., Raymond James Ltd. and Macquarie Capital Markets Canada Ltd.

The Toronto Stock Exchange (the "TSX") has conditionally approved the listing of the Trust Units under the symbol "F.UN" and the whole Warrants under the symbol "F.WT", subject to fulfilling all of the requirements of the TSX.

The REIT has granted to the underwriters of the Offering an option (the "Over-Allotment Option"), exercisable at any time up to 30 days following closing of the Offering to purchase (i) up to an additional 882,000 Offered Units (the "Additional Offered Units") at a price of $10.00 per Additional Offered Unit, (ii) up to an additional 882,000 Trust Units (the "Additional Trust Units") at a price of $9.89 per Additional Trust Unit, (iii) up to an additional 220,500 Warrants (the "Additional Warrants") at a price of $0.44 per Additional Warrant, or (iv) any combination of Additional Trust Units and/or Additional Warrants so long as the aggregate number of Additional Trust Units and Additional Warrants which may be issued under the Over-Allotment Option does not exceed 15% of the aggregate number of such securities sold pursuant to the Offering, to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the gross proceeds of the Offering will be $67,620,000.

The Offering is expected to close on December 28, 2012.  Copies of the final prospectus will be available on SEDAR at www.sedar.com.

These securities have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of that Act. This news release does not constitute an offer for sale of these securities in the United States of America.

This press release contains forward-looking statements which reflect the REIT's current expectations regarding future events. The forward-looking statements involve risks and uncertainties. Actual results could differ materially from those projected herein. The REIT disclaims any obligation to update these forward-looking statements other than as required by applicable securities laws.

About FAM Real Estate Investment Trust

The REIT is a diversified commercial real estate investment trust focused on owning and acquiring strategically well-located industrial, office and retail real estate located primarily across Canada's large population centres.

Following closing of the Offering, the REIT's initial portfolio will consist of a diversified mix of such properties with an aggregate of approximately 1.7 million square feet of gross leasable area. The initial properties are located in Manitoba (eighteen properties), Alberta (four properties), Saskatchewan (two properties), Ontario (two properties) and the Northwest Territories (one property). 84% of the initial portfolio's gross leasable area is concentrated in large population centres (as defined by Statistics Canada), including Winnipeg, the Greater Toronto Area, Calgary and Regina.

SOURCE: FAM Real Estate Investment Trust

Shant Poladian
Chief Executive Officer
FAM Real Estate Investment Trust
Tel: [phone]
Email: [email protected]