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Press release from Marketwire

RioCan REIT Announces Public Offering of $130 Million of Cumulative Rate Reset Preferred Trust Units, Series C

Thursday, November 17, 2011

RioCan REIT Announces Public Offering of $130 Million of Cumulative Rate Reset Preferred Trust Units, Series C10:24 EST Thursday, November 17, 2011TORONTO, ONTARIO--(Marketwire - Nov. 17, 2011) -NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICESRioCan Real Estate Investment Trust ("RioCan") (TSX:REI.UN) announced today that it has reached an agreement to issue to the public on a bought deal basis, subject to regulatory approval, 5.2 million Cumulative Rate Reset Preferred Trust Units, Series C (the "Series C Units") at a price of $25 per unit for aggregate gross proceeds of $130 million. The Series C Units are being issued by a syndicate of underwriters co-led by RBC Capital Markets, CIBC and TD Securities Inc. The Series C Units will pay fixed cumulative distributions of $1.1750 per unit per annum, yielding 4.70% per annum, payable on the last day of March, June, September and December of each year, as and when declared by the board of trustees of RioCan, for the initial approximately five and a half-year period ending June 30, 2017. The first quarterly distribution, if declared, shall be payable on December 31, 2011 and shall be $0.0998 per unit, based on the anticipated closing of the offering of Series C Units of November 30, 2011. The distribution rate will be reset on June 30, 2017 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield and 3.18%. The Series C Units are redeemable by RioCan, at its option, on June 30, 2017 and on June 30 of every fifth year thereafter. Holders of Series C Units will have the right to reclassify all or any part of their units as Cumulative Floating Rate Preferred Trust Units, Series D (the "Series D Units"), subject to certain conditions, on June 30, 2017 and on June 30 of every fifth year thereafter. Such reclassification privilege may be subject to certain tax considerations (to be disclosed in the prospectus supplement). Holders of Series D Units will be entitled to receive a cumulative quarterly floating distribution at a rate equal to the sum of the then 90-day Government of Canada Treasury Bill yield plus 3.18%, as and when declared by the board of trustees of RioCan.The Series C Units and the Series D Units will rank equally with each other and with the outstanding Series A Preferred Trust Units and the Series B Preferred Trust Units into which they may be reclassified.DBRS Limited ("DBRS") has assigned a preliminary rating of Pfd-3 (High) for the Series C Units. It is a condition of closing that Standard & Poor's, a division of the McGraw Hill Companies, Inc. ("S&P") assign a rating of P-3 (High) for the Series C Units.RioCan has also granted the underwriters an option, exercisable at any time up to 48 hours prior to the closing of the offering, to purchase a further 780,000 Series C Units at the issue price which, if fully exercised, would result in additional gross proceeds of $19.5 million.RioCan will use a portion of the proceeds from this offering to redeem its $120 million 5.70% Series K senior unsecured debentures due September 11, 2012 and the balance to repay certain indebtedness, for property acquisitions, to fund development and for general trust purposes.The offering is being made under RioCan's amended and restated base shelf short form prospectus dated December 21, 2010 amending and restating the base shelf short form prospectus dated July 6, 2010. The terms of the offering will be described in a prospectus supplement to be filed with Canadian securities regulators. The offering is expected to close on or about November 30, 2011.The press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction. The Series C Units being offered have not been and will not be registered under the U.S. Securities Act of 1933 and state securities laws. Accordingly, the Series C Units may not be offered or sold to U.S. persons except pursuant to applicable exemptions from registration.About RioCan:RioCan is Canada's largest real estate investment trust with a total capitalization of approximately $11.9 billion as at September 30, 2011. It owns and manages Canada's largest portfolio of shopping centres with ownership interests in a portfolio of 314 retail properties containing an aggregate of over 75 million square feet, including 10 under development, and 38 grocery anchored and new format retail centres in the United States through various joint venture arrangements. For further information, please refer to RioCan's website at www.riocan.com.Forward-Looking Information: This news release contains forward-looking statements within the meaning of applicable securities laws. These statements include, but are not limited to, statements concerning our objectives, our strategies to achieve those objectives, as well as statements with respect to management'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 the use of forward-looking terminology such as "outlook", "objective", "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans" or "continue", or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. These statements are not guarantees of future events and are based on our estimates and assumptions that are subject to risks and uncertainties, which could cause actual events or results described above to differ materially from the forward-looking statements contained herein. Those risks and uncertainties include risks associated with real property ownership, financing and interest rates, environmental matters and construction. Although the forward-looking information contained herein is based upon what management 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 press release are qualified by these cautionary statements. Except as required by applicable law, RioCan undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.FOR FURTHER INFORMATION PLEASE CONTACT: Rags DavloorRioCan Real Estate Investment TrustSenior Vice President & CFO(416) 642-3554www.riocan.com