Morguard REIT announces completion of previously announced public offering of $150 million of convertible debentures

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

TORONTO, Oct. 31, 2012 /CNW/ - Morguard Real Estate Investment Trust ("Morguard REIT" or the "REIT") (TSX: MRT.UN and MRT.DB.A), announced today that it has completed its previously announced public offering (the "Offering"), on a bought deal basis, of $150 million aggregate principal amount of 4.85% convertible unsecured subordinated debentures due October 31, 2017 (the "Debentures"). The Debentures are convertible, at the option of the holder, into trust units of Morguard REIT at $24.60 per trust unit. The Offering was underwritten by a syndicate of underwriters co-led by RBC Capital Markets and TD Securities, with RBC Capital Markets acting as bookrunner, and including BMO Capital Markets, CIBC, Scotiabank, HSBC Securities (Canada) Inc. and National Bank Financial Inc. As part of the transaction, Morguard Corporation purchased $50 million aggregate principal amount of the Debentures.

The REIT intends to use the net proceeds of the Offering to fund a portion of the purchase price of its recently announced acquisition of Penn West Plaza (207 & 213-9th Avenue S.W., Calgary, Alberta).

Copies of the REIT's short form prospectus are available on SEDAR at www.sedar.com.

The securities 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 securities in the United States or to, or for the account or benefit of, U.S. Persons.

About Morguard REIT

Morguard REIT is a closed-end real estate investment trust, which owns a diversified portfolio of 53 high quality retail, office and mixed use properties in Canada with an approximate value of $2.2 billion and comprising approximately 8.5 million square feet of leaseable space.

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, the ability to complete potential acquisitions (including the Penn West Plaza acquisition) 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 Real Estate Investment Trust