H&R Announces Favourable Voting Recommendations of Independent Proxy Firms

TORONTO, June 6, 2014 /CNW/ - H&R Real Estate Investment Trust ("H&R REIT" or the "REIT") and H&R Finance Trust ("Finance Trust" and, collectively with the REIT, "H&R") (TSX: HR.UN; HR.DB.D; HR.DB.E and HR.DB.H) today announced that Institutional Shareholder Services and Glass Lewis, two leading independent proxy firms, have recommended that unitholders of H&R vote "FOR" all of matters proposed in the management information circular (the "Circular") of H&R dated May 5, 2014 in connection with the annual and special meetings (the "Meetings") of the REIT and Finance Trust to be held on Thursday, June 19, 2014 at 1:00 p.m. (Toronto time). 

H&R wishes to clarify that the maximum number of Special Voting Units which will be issuable under the proposed amendments to the REIT's Declaration of Trust will be 9,500,000.  In addition, H&R wishes to clarify that the REIT Advance Notice Policy and the FT Advance Notice Policy (each, as defined in the Circular) will be revised to delete the second sentence of proposed Section 6.10(c)(ii) of each Declaration of Trust.  Specifically, the sentence "In no event shall any adjournment or postponement of a meeting of Unitholders or the announcement thereof commence a new time period for the giving of a Nominating Unitholder's notice as described above" would not be included in the new advance notice policy of each of the REIT and Finance Trust.

The resolutions in respect of the Special Voting Unit Amendments, the REIT Advance Notice Policy and the FT Advance Notice Policy to be put before the unitholders at the Meetings will be revised to incorporate the above-described changes.

Unitholders are encouraged to review the Circular, which provides a detailed discussion of the proposed matters to be considered at the Meetings. The Circular is available on SEDAR at www.sedar.com.

About H&R REIT and H&R Finance Trust

H&R REIT is an open-ended real estate investment trust, which owns a North American portfolio of 41 office, 111 industrial and 168 retail properties comprising over 53 million square feet and 2 development projects, with a fair value of approximately $13 billion.  In addition, H&R REIT owns a 33.6% interest in ECHO Realty LP which owns 178 properties, excluding properties under development and vacant land, comprising over 7.4 million square feet.  The foundation of H&R REIT's success since inception in 1996 has been a disciplined strategy that leads to consistent and profitable growth. H&R REIT leases its properties for long terms 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 March 31, 2014, the note receivable balance is U.S. $219.8 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.

Forward-looking Statements

Certain statements in this news release contain forward-looking information within the meaning of applicable securities laws (also known as forward-looking statements) including, among others, statements relating to H&R's beliefs, plans, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts.  Forward-looking statements generally can be identified by words such as "outlook", "objective", "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans", "project", "budget" or "continue" or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect H&R's current beliefs and are based on information currently available to management. These statements are not guarantees of future performance and are based on H&R's estimates and assumptions that are subject to risks and uncertainties, including those discussed in H&R's materials filed with the Canadian securities regulatory authorities from time to time, which could cause the actual results and performance of H&R to differ materially from the forward-looking statements contained in this news release. Those risks and uncertainties include, among other things, risks related to: prices and market value of securities of H&R; real property ownership; availability of cash for distributions; restrictions pursuant to the terms of indebtedness; liquidity; credit risk and tenant concentration; interest rate and other debt related risk; tax risk; ability to access capital markets; dilution; lease rollover risk; construction risks; joint arrangements risk; currency risk; unitholder liability; co-ownership interest in properties; competition for real property investments; environmental matters and changes in legislation and indebtedness of H&R. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking statements include that the general economy is stable; local real estate conditions are stable; interest rates are relatively stable; and equity and debt markets continue to provide access to capital. H&R cautions that this list of factors is not exhaustive. Although the forward-looking statements contained in this news release are based upon what H&R believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. All forward-looking statements in this news release are qualified by these cautionary statements. These forward-looking statements are made as of today, and H&R, except as required by applicable law, assumes no obligation to update or revise them to reflect new information or the occurrence of future events or circumstances.

SOURCE: H&R Real Estate Investment Trust

Additional information regarding H&R REIT and H&R Finance Trust is available at www.hr-reit.com and on www.sedar.com. Please contact Larry Froom, Chief Financial Officer, H&R REIT, 416-635-7520, or e-mail [email protected].