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Press release from CNW Group

Temple REIT announces unitholder approval of conversion to a corporation

Monday, November 19, 2012

Temple REIT announces unitholder approval of conversion to a corporation17:10 EST Monday, November 19, 2012WINNIPEG, Nov. 19, 2012 /CNW/ - Temple Real Estate Investment Trust (TSX: TR.UN) ("Temple REIT") is pleased to announce that the previously announced proposal to convert Temple REIT from a trust to a corporation called Temple Hotels Inc. ("New Temple") pursuant to a plan of arrangement (the "Arrangement") under the Canada Business Corporations Act was approved at the special meeting of unitholders held today. Subject to the final approval of the Toronto Stock Exchange and the Manitoba Court of Queen's Bench, as well as receipt of all required consents from third parties, it is anticipated that the Arrangement will become effective on December 31, 2012.  The common shares of New Temple have been conditionally approved for listing on the Toronto Stock Exchange.The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except, and in compliance with applicable U.S. state securities laws, in certain transactions exempt from the registration requirements of the U.S. Securities Act.Notice to ReadersCertain forward-looking statements are made in this news release, within the meaning of applicable Canadian securities laws.  Forward-looking statements used in this new release may contain words such as "may", "will", "should", "believe", "expect", "plan", "anticipate", "intend", "estimate", "predict", "potential", "continue", "future", or the negative of these terms or other similar expressions. Forward-looking statements in this news release, include, without limitation, statements regarding possible future action by the REIT, treatment under tax laws, the Conversion, the expected benefits of the Conversion, the receipt of consents and approvals required to effect the Conversion, including the approval of the Toronto Stock Exchange and the Manitoba Court of Queen's Bench.  These statements reflect management's current expectations regarding future events and are based on information currently available to management, but involve known and unknown risks, uncertainties and other factors which may cause the outcome of the Conversion or the actual results, performance or achievements of the REIT, any of its subsidiaries and/or New Temple, to be materially different from any future results, performance or achievements anticipated, expressed or implied by such forward-looking statements.  Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking information may include the completion of the Conversion and the realization of the anticipated benefits of the Conversion.  Readers are cautioned that the preceding list of material factors or assumptions is not exhaustive. Although the forward-looking statements contained in this news release are based upon what management believes are reasonable assumptions, the REIT cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this news release, and should not be relied upon as representing the REIT's views as of any date subsequent to the date of this news release. The REIT undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.About TempleTemple is a real estate investment trust, which is listed on the Toronto Stock Exchange under the symbols TR.UN (trust units), TR.DB.B, TR.DB.C, TR.DB.D, TR.DB.E and TR.DB.S (convertible debentures).   The objective of the REIT is to provide Unitholders with stable cash distributions from investment in a diversified portfolio of hotel properties and related assets.  For further information on the REIT, please visit our website at www.treit.ca.The Toronto Stock Exchange has not reviewed or approved the contents of this press release and does not accept responsibility for the adequacy or accuracy of this press release.SOURCE: Temple REITFor further information: Arni Thorsteinson, Chief Executive Officer, or Gino Romagnoli, Investor Relations Tel: (204) 475-9090, Fax: (204) 452-5505, Email: info@treit.ca