Crombie REIT announces closing of $175 million Series A Notes offering

"NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES"

STELLARTON, NS, Oct. 31, 2013 /CNW/ - Crombie Real Estate Investment Trust (TSX: CRR.UN) announced today that it has completed its previously announced $175 million offering on a private placement basis of 3.986% Series A Notes with a five-year term due October 31, 2018 (Senior Unsecured).  The Series A Notes were offered at a price of $1,000 per $1,000 principal amount.

The Series A Notes were sold pursuant to an Agency Agreement with a syndicate of agents, co-led by Scotia Capital Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc. and including RBC Dominion Securities Inc. and TD Securities Inc. The Series A Notes received a provisional rating of BBB (low) with a stable trend from DBRS, subject to the completion of Crombie's previously announced acquisition of a portfolio of retail properties from a wholly-owned subsidiary of Sobeys Inc.

The net proceeds from the sale of the Series A Notes will be held in escrow by an escrow agent pending the satisfaction of the conditions to closing, among other things, in connection with the portfolio acquisition from Sobeys.  Upon release from escrow, Crombie will use the net proceeds from the offering to, directly or indirectly, partially fund the acquisition. If the escrow release conditions are not satisfied on or before March 12, 2014 or if the acquisition is terminated, the Series A Notes will be subject to a special mandatory redemption. The redemption price for any special mandatory redemption would be 100% of the aggregate principal amount of the Series A Notes, together with accrued and unpaid interest from the date of settlement up to but not including the date of the special mandatory redemption.

The Series A Notes were sold in Canada on a private placement basis pursuant to certain prospectus exemptions and are subject to a hold period expiring March 1, 2014.  The offer and sale of the Series A Notes will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or any state securities laws, and the Series A Notes may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

About Crombie

Crombie Real Estate Investment Trust is an unincorporated, open-ended real estate investment trust established under, and governed by, the laws of the Province of Ontario. The trust invests in income-producing retail, office and mixed-use properties in Canada, with a growth strategy focused primarily on the acquisition of grocery- and drugstore-anchored retail properties. Crombie currently owns a portfolio of 180 commercial properties in nine provinces, comprising approximately 14.6 million square feet of gross leasable area. More information about Crombie can be found at www.crombiereit.com.

This news release may contain forward looking statements that reflect the current expectations of management of Crombie about Crombie's future results, performance, achievements, prospects and opportunities. Wherever possible, words such as "continue", "may", "will", "estimate", "anticipate", "believe", "expect", "intend" and similar expressions have been used to identify these forward looking statements. These statements reflect current beliefs and are based on information currently available to management of Crombie, and include, without limitation, statements regarding the expected use of proceeds and timing of release of proceeds from the offering which remains subject to the completion of the acquisition.

Readers are cautioned that such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from these statements. Crombie can give no assurance that actual results will be consistent with these forward-looking statements. A number of factors, including those discussed in the Management Discussion and Analysis for the year ended December 31, 2012 under "Risk Management", could cause actual results, performance, achievements, prospects or opportunities to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and a reader should not place undue reliance on the forward-looking statements. There can be no assurance that the expectations of management of Crombie will prove to be correct.

Additional information relating to Crombie can be found on Crombie's web site at www.crombiereit.com or on the SEDAR web site for Canadian regulatory filings at www.sedar.com.

SOURCE Crombie REIT