Morguard North American Residential REIT Announces Public Offering of $125.0 Million of Trust Units

/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/

TORONTO, Aug. 22, 2012 /CNW/ - Morguard North American Residential Real Estate Investment Trust (the "REIT") (TSX: MRG.UN) announced today that it has reached an agreement with a syndicate of underwriters co-led by RBC Capital Markets and TD Securities, with RBC Capital Markets acting as bookrunner (collectively, the "Underwriters"), to issue to the public, subject to regulatory approval, on a bought deal basis, 10,550,000 trust units (the "Units") at a price of $11.85 per Unit (the "Offering") representing gross proceeds of $125,017,500.

As part of the transaction, Morguard Corporation has agreed to purchase approximately $50 million of the Units being offered, being 4,220,000 Units, at the offering price. Morguard Corporation currently holds an approximate 67.6% effective interest in the REIT through ownership of all of the Class B LP Units of the limited partnership used to acquire interests in multi-unit residential properties in Canada and the United States.  The REIT holds all Class A LP units of the limited partnership.  After the offering Morguard Corporation will hold an approximate 59.5% effective interest in the REIT through ownership of Units and Class B LP Units.

The net proceeds from the Offering will be used to repay indebtedness, to fund future property acquisitions, and for general trust purposes.

The REIT will, by August 28, 2012, file with the securities commissions and other similar regulatory authorities in each of the provinces and territories of Canada a preliminary short form prospectus relating to the issuance of the Units.  Closing of the Offering is expected to occur on or about September 12, 2012.

The Units have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the United States Securities Act of 1933, as amended). This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Units in the United States or to, or for the account or benefit of, U.S. Persons.

About Morguard North American Residential REIT

The REIT is an unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario. The REIT has been formed to own multi-unit residential properties in Canada and the United States. Concurrently with the completion of the initial public offering of trust units, the REIT indirectly acquired from Morguard Corporation, through a limited partnership, interests in a portfolio of 14 Canadian multi-unit residential properties and five U.S. multi-unit residential properties consisting of interests in 6,036 residential suites that are located in Ontario, Alberta, Louisiana and Florida.

Forward-Looking Information

Certain information in this press release may constitute forward-looking statements that involve a number of risks and uncertainties, including statements regarding the outlook for the REIT's business results of operations. Forward-looking statements use the words "believe," "expect," "anticipate," "may," "should," "intend," "estimate" and other similar terms, which do not relate to historical matters. Such forward-looking statements involve known and unknown risks and uncertainties and other factors that may cause the actual results to differ materially from those indicated. Such factors include, but are not limited to, general economic conditions, the availability of new competitive supply of commercial real estate that may become available either through construction or sublease, the REIT's ability to maintain occupancy and to lease or re-lease space on a timely basis at current or anticipated rates, tenant bankruptcies, financial difficulties and defaults, changes in interest rates, changes in operating costs, the REIT's ability to obtain adequate insurance coverage at a reasonable cost and the availability of financing. The REIT believes that the expectations reflected in forward-looking statements are based on reasonable assumptions; however, the REIT can give no assurance that actual results will be consistent with these forward-looking statements. Except as required by applicable law, the REIT disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Readers should be cautioned not to place undue reliance on the forward-looking statements.

SOURCE: Morguard North American Residential Real Estate Investment Trust