Plazacorp Announces Proposed REIT Conversion and Special Meeting of Shareholders

FREDERICTON, NB, Nov. 4, 2013 /CNW/ - Plazacorp Retail Properties Ltd. ("Plazacorp" or the "Company") (TSX: PLZ) is pleased to announce that its board of directors has unanimously approved the conversion (the "Conversion") of the Company into a real estate investment trust to be known as Plaza Retail REIT (the "REIT").  A special meeting of shareholders of the Company will be held on December 11, 2013 in Fredericton, New Brunswick to consider the approval of the Conversion.

Plazacorp believes that the Conversion to a real estate investment trust will:

• enhance shareholder value;
• allow for the Company to be more comparable to its peers;
• create a structure that represents the preferred vehicle in Canada for owning real estate;
• create a favourable platform for growth and development of the properties and business of the Company;
• provide the Company with greater flexibility when raising capital;
• provide a vehicle to deliver cash flow from the business of the Company to securityholders in a tax efficient manner; and
• simplify the Company's structure.

The Conversion is expected to be effective as of January 1, 2014. In addition to shareholder approval, the Conversion is also subject to the approval of the Toronto Stock Exchange and the Court of Queen's Bench of New Brunswick.  Further details on the Conversion will be set out in the management information circular of the Company to be mailed to shareholders in advance of the special meeting.

ABOUT PLAZACORP

Plazacorp is a leading retail property owner and developer, particularly in Eastern Canada. Plazacorp has an entrepreneurial focus with strong "value-add" capabilities. Plazacorp's current portfolio includes interests in approximately 343 properties totaling approximately 6.6 million square feet across Canada and additional lands held for development. Plazacorp's properties include a mix of strip plazas, stand-alone small box retail outlets and enclosed shopping centres, anchored by approximately 90% national tenants. Total assets have reached almost $1 billion. Plazacorp is fully internalized, therefore providing shareholders directly with the synergies that come with an internalized management structure. Plazacorp has proven its strong "value-add" capabilities to develop, redevelop and acquire retail real estate throughout Canada. Plazacorp has a strong track record of generating growth in distributions, having increased its distributions at least once every year in the last 10 years.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Plazacorp to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Examples of such statements include: (1) the intention to complete the Conversion; and (2) the expected benefits of the Conversion to Plazacorp and its shareholders. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Such forward-looking statements are based on a number of assumptions that may prove to be incorrect, including, but not limited to, the ability of the REIT to satisfy the conditions necessary to complete the Conversion, including the requirements of the Toronto Stock Exchange and shareholder approval, and the expected performance of the REIT following closing of the Conversion. Additional, important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, local real estate conditions, including the development of properties in close proximity to Plazacorp's properties, competition, availability and cost of additional real estate properties, changes in government regulation, dependence on tenants' financial condition, interest rates, the availability of equity and debt financing, environmental matters, tax related matters, and reliance on key personnel. There can be no assurances that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. These cautionary statements qualify all forward-looking statements attributable to Plazacorp and persons acting on its behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this press release and Plazacorp undertakes no obligation to update such statements except as required by law. The factors identified above are not intended to represent a complete list of the factors that could affect Plazacorp and the REIT. Additional information about these assumptions and risks and uncertainties are more fully described in the Company's regulatory filings that can be obtained on SEDAR at www.sedar.com.

SOURCE: Plazacorp Retail Properties Ltd.

Visit our website at: www.plaza.ca
Or contact: Michael Zakuta, President and Chief Executive Officer, at [phone] or Floriana Cipollone, Chief Financial Officer, at [phone]