Primaris REIT Announces $565 Million Acquisition of Promenades St-Bruno; Raises Guidance; and Launches REIT Unit Offering

The base shelf prospectus is accessible, and the shelf prospectus supplement will be accessible withintwo business days through SEDAR+

TORONTO, Oct. 06, 2025 (GLOBE NEWSWIRE) -- Primaris Real Estate Investment Trust (“Primaris” or the “REIT” or the “Trust”) (TSX: PMZ.UN) announced today that it has agreed to acquire a 100% interest in Promenades St-Bruno in Montreal, Quebec from Cadillac Fairview (the “Vendor”) for aggregate consideration of $565.0 million, to be satisfied by a combination of cash and equity, subject to certain conditions (the “Acquisition”). The Acquisition further builds Primaris’ track record of successfully acquiring market leading shopping centres in growing Canadian markets.

Highlights

• The Acquisition is expected to be approximately $0.04 accretive to annualized fully diluted FFO** per unit;
• Average Net Debt** to Adjusted EBITDA** is anticipated to remain within the target range of 4.0x to 6.0x;
• Proforma same store sales productivity increases from $784 per square foot to $791;
• Increases 2025 guidance:
  • FFO** per unit raised from $1.74 to $1.79, to $1.78 to $1.82;
  • Same Property Cash NOI** growth raised from 3.0% to 4.0%, to 4.0% to 5.0%;
• The equity contractually due to the Vendor under the terms of the Acquisition will be, assuming exercise in full of the underwriters’ over-allotment option, fully satisfied through the Offering (as defined below) with the net proceeds of the Offering payable to the Vendor on closing of the Acquisition; and
• The offering will increase the REIT’s diluted unit count by approximately 9% and its basic unit count by approximately 11%, significantly enhancing float and trading liquidity.

“Promenades St-Bruno has all the characteristics which Primaris targets in acquisitions: over $271 million in annual sales, $917 in sales per square foot, and 154 acres of land in Canada’s second largest and growing market of Montreal, adjacent to mass transit,” said Patrick Sullivan, President and Chief Operating Officer. “There is significant NOI growth potential including leasing up vacant and temporarily tenanted space, and optimizing former department store space.”

Rags Davloor, Chief Financial Officer added, “High quality acquisitions combined with industry leading credit metrics demonstrate the strategic advantages of Primaris’ differentiated financial model. Our commitment to our extremely well capitalized balance sheet is key to Primaris’ profile as a highly credible transaction counterparty.”

“Primaris’ high quality acquisitions exceed $1.5 billion in 2025 and $3.3 billion since 2021. All of these acquisitions offer strong NOI growth potential and significant excess land,” said Alex Avery, Chief Executive Officer. “We have materially expanded, and enhanced the overall quality of our enclosed shopping centre portfolio since 2021, driving the portfolio’s proforma annual same store sales productivity to $791 per square foot. The concurrent equity offering increases Primaris’ public float and enhances the trading liquidity of Primaris’ units, to the benefit of all unitholders.”

Transaction Highlights of Acquisition

• Aggregate consideration of $565.0 million is comprised of:
  • $320.0 million of cash;
  • $160.0 million of series A units of the Trust (“Consideration Units”) at an issue price of $21.40 per unit (the “Issue Price”), being the NAV** per unit disclosed in the Trust’s most recently published Management’s Discussion and Analysis (“MD&A”) as of the date of the Acquisition’s letter of intent; and
  • $85.0 million of 6.00% exchangeable preferred units (the “Preferred LP Units”, and together with the Consideration Units, the “Equity Consideration”), in a subsidiary limited partnership, which Preferred LP Units shall be exchangeable into series A trust units of the Trust (“REIT Units”) at an exchange price equal to the Issue Price per REIT Unit, subject to customary adjustments.
  • In accordance with the terms of the Acquisition, Primaris has elected to satisfy the Equity Consideration through the Offering. Assuming the full exercise of the over-allotment option, a total of 11,448,599 REIT Units will be issued, reflecting the aggregate number of REIT Units represented by both the Consideration Units and the REIT Units underlying the Preferred LP Units. The Vendor has agreed to accept the net proceeds of the Offering in lieu of, and in full satisfaction of, the Consideration Units and LP Preferred Units on closing of the Acquisition. If the over-allotment option is not exercised in full prior to the closing of the Acquisition, the REIT will be required, on the Acquisition closing, to make a cash payment to the Vendor equal to the difference between (i) the actual net proceeds of the Offering, and (ii) the net offering proceeds of the Offering that would have been received had the over-allotment option been exercised in full prior to and settled before the closing of the Acquisition. The REIT will fund this cash payment by drawing on its available credit facilities.
• Promenades St-Bruno is unencumbered; and
• The Acquisition is expected to close on October 10, 2025, subject to the satisfaction of customary closing conditions.

Proforma Primaris Portfolio

The composition of the consideration payable for the Acquisition allows Primaris to maintain its best-in-class capital structure and financial leverage metrics within the Trust’s previously disclosed target range. Upon closing of the Acquisition, Promenades St-Bruno will become Primaris’ 3^rd largest shopping centre measured by all store sales volume.

¹Commercial retail unit ( "CRU ") tenants that lease units up to 15,000 square feet and include food court and kiosk tenants. For the rolling twelve-month period ended May 31, 2025. Supplementary financial measure, see "Use of Operating Metrics " below.
² For the rolling twelve-month period ended May 31, 2025.
³ Source: Environics.
⁴ Source: Pelmorex. As at December 31, 2024.

Please see the presentation titled “Promenades St-Bruno” on the investor relations page of Primaris’ website for additional details regarding the Acquisition.

Promenades St-Bruno Potential NOI** Growth Potential

Similar to the Trust’s existing portfolio, the Acquisition offers NOI** growth potential over the next few years, as operating and financial performance normalizes, and as Primaris’ full-service management platform integrates and operates the property. Opportunities to increase NOI** include:

• Redemise and lease approximately 130,600 square feet of former anchor space to strong covenant, high-quality national retailers;
• Lease approximately 73,000 square feet of temporarily tenanted or vacant CRU space to strong tenants at market rents; and
• Leverage Primaris’ platform to deploy its cost management strategy.

Promenades St-Bruno Highlights

• Leading regional enclosed shopping centre in Canada’s second largest population centre, Montreal, Quebec;
• Located in Montreal’s affluent south shore, just 25 minutes from downtown Montreal and easily accessible via the Jacques Cartier and Victoria bridges converging to Highway 116;
• Adjacent to Saint Bruno Exo train station, a catalyst for higher-density mixed-use development;
• 1,096,200 square foot mall located on 154 acres of land, for an approximate 11% site coverage;
• $917 per square foot same store sales productivity and total annual CRU sales volume of $271 million;
• 74.8% long-term in-place occupancy, 81.4% in-place occupancy, 83.3% committed occupancy (excluding the vacant HBC space in-place occupancy is 92.4%);
• Weighted average lease term of 4 years;
• Approximately $227 million in capital upgrades and redevelopment projects completed since 2015 including investments into common areas, repurposing of the former Sears box, and the completion of a two-level flagship Simons store;
• BOMA BEST Gold Certified;
• Large format tenants include Simons, Winners, Sports Experts, Marks; and
• Notable CRU tenants include Aritzia, Sephora, Lululemon, Nespresso, Uniqlo, and JD Sports.

Updated Guidance

Primaris provides guidance for certain financial and operating metrics to assist investors and analysts in their analysis and forecasting. The REIT’s 2025 guidance was first issued with the fourth quarter 2024 financial results and has been updated periodically since then. The most recently previously published guidance for 2025 is reproduced below and has been updated to reflect management 's current expectations based on the most recent information available to management.

Primaris anticipates the below proforma metrics:

• Based on the 4.0% to 5.0% Same Property Cash NOI** growth guidance for 2025, and assuming an Acquisition closing of October 10, 2025, Cash NOI** for the 2025 fiscal year is anticipated to be in the range of $352 million to $357 million (Cash NOI** for the year ended December 31, 2024 was $280 million);
• The Acquisition is expected to be approximately $0.04 accretive to annualized fully diluted FFO** per unit; and
• Average Net Debt** to Adjusted EBITDA** is anticipated to remain within the target range of 4.0x to 6.0x. 

** Denotes a non-GAAP measure. See "Non-GAAP Measures ". See also Section 1, "Basis of Presentation " – "Use of Non-GAAP Measures” and Section 12, "Non-GAAP Measures " of the MD&A.
¹ Units outstanding and weighted average units outstanding assumes the exchange of the exchangeable preferred units in subsidiary limited partnerships of the Trust into Trust Units. See Section 10.6, "Unit Equity and Distributions " of the MD&A.

Management discloses financial outlook statements for the purpose of providing further information about the Trust 's prospective results of operations. These statements are based on factors and assumptions, such as historical trends, current conditions, and expected developments. Management believes that such financial outlook statements have been prepared on a reasonable basis, reflecting management 's best estimates and judgments. However, because these financial outlook statements are subjective and subject to numerous risks, they should not be relied on as necessarily indicative of future results.

Unit Offering

Primaris also announced today that it has entered into an agreement with a syndicate of underwriters bookrun by TD Securities Inc., RBC Capital Markets, and Desjardins Capital Markets (the “Underwriters”), pursuant to which the Underwriters will purchase, on a bought-deal basis, an aggregate of 10,000,000 REIT Units at a price of $14.75 per REIT Unit (the "Offering ") for gross proceeds of approximately $147.5 million. The Offering is expected to close on or about October 10, 2025, and is subject to customary closing conditions, including the approval of the Toronto Stock Exchange.

Primaris has granted the Underwriters an over-allotment option to purchase up to an additional 1,448,599 Units from treasury on the same terms and conditions, exercisable at any time, in whole or in part, for a period of 30 days following the closing of the Offering. If the over-allotment option is exercised in full, the total gross proceeds of the Offering to Primaris will be approximately $168.9 million.

In accordance with the terms of the Acquisition, Primaris has elected to satisfy the Equity Consideration through the Offering. Assuming the full exercise of the over-allotment option, a total of 11,448,599 REIT Units will be issued, reflecting the aggregate number of REIT Units represented by both the Consideration Units and the REIT Units underlying the Preferred LP Units. The Vendor has agreed to accept the net proceeds of the Offering in lieu of, and in full satisfaction of, the Consideration Units and LP Preferred Units on closing of the Acquisition.

The REIT Units will be offered in all provinces and territories of Canada pursuant to Primaris’ base shelf prospectus, dated August 6, 2024, as supplemented by a prospectus supplement to be filed with the Canadian securities regulators in all of the provinces and territories of Canada. Access to the shelf prospectus supplement, the corresponding base shelf prospectus and any amendment to the documents is provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment to the documents. The base shelf prospectus is accessible, and the shelf prospectus supplement will be accessible within two business days, through SEDAR+ at www.sedarplus.com.

An electronic or paper copy of the shelf prospectus supplement, the corresponding base shelf prospectus and any amendment to the documents may be obtained, without charge, from: TD Securities Inc. at 1625 Tech Avenue, Mississauga, Ontario, L4W 5P5, Attention: Symcor, NPM, or by telephone at (289) 360-2009 or by email at sdcconfirms@td.com; or RBC Dominion Securities Inc., 180 Wellington Street West, 8th Floor, Toronto, Ontario M5J 0C2, Attention: Distribution Centre, by e-mail at Distribution.RBCDS@rbccm.com; or Desjardins Capital Markets at 25 York St., 10th Floor, Toronto, Ontario M5J 2V5, Attention: Equity Capital Markets or by email at ecm@desjardins.com; by providing the contact with an email address or address, as applicable. The base shelf prospectus and prospectus supplement will contain important detailed information about the Trust and the Offering. Prospective investors should read the shelf prospectus and prospectus supplement (when filed) and the other documents the Trust has filed on SEDAR+ before making an investment decision.

The REIT Units have not been, and will not be, registered under the United States Securities Act of 1933, as amended, (the “U.S. Securities Act”) or any state securities law and may not be offered or sold in the United States and, accordingly, 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 except pursuant to an exemption from the registration requirements of the U.S. 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 sale of the REIT Units in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Primaris Real Estate Investment Trust

Primaris is Canada’s only enclosed shopping centre focused REIT, with ownership interests in leading enclosed shopping centres located in growing Canadian markets. The proforma portfolio totals 15.6 million square feet, valued at approximately $5.4 billion at Primaris’ share. Economies of scale are achieved through its fully internal, vertically integrated, full-service national management platform. Primaris is very well-capitalized and is exceptionally well positioned to take advantage of market opportunities at an extraordinary moment in the evolution of the Canadian retail  property landscape.

Forward-Looking Statements and Financial Outlook

Certain statements included in this news release constitute ‘‘forward-looking information’’ or “forward-looking statements” within the meaning of applicable securities laws. The words “will”, “expects”, “plans”, "estimates ", “intends” and similar expressions are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Specific forward-looking statements made or implied in this news release include but are not limited to statements regarding: Primaris’ future results, performance, prospects and opportunities, including with respect to the closing, costs and benefits of the proposed Acquisition, the timing and completion of the Acquisition, the strategy, plans and the intentions of management with respect to the Acquisition, management’s expectations regarding the Trust’s leverage and portfolio quality, management’s expectations regarding the potential for growth from the continued normalization of operating and financial performance and the opportunities to increase operating income at Promenades St-Bruno, the Offering, the date of closing of the Offering, and the enhancement to the float and liquidity of Primaris’ units. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. These statements are not guarantees of future performance and are based on estimates and assumptions that are inherently subject to risks and uncertainties. Primaris cautions that although it is believed that the assumptions are reasonable in the circumstances, actual results, performance or achievements of Primaris may differ materially from the expectations set out in the forward-looking statements. Material risk factors and assumptions include: the risk of the Acquisition not completing on the terms as agreed and on the expected timeline, if at all, including satisfaction of all applicable closing conditions to the Acquisition which will need to be met or waived; the failure of the Acquisition to be as successful to the REIT as described herein, including the failure of the Acquisition to be accretive to the REIT’s FFO** per average diluted unit and the failure of the REIT to maintain its capital structure and financial leverage metrics within its previously disclosed target range and to realize on the opportunities for growth with respect to the Acquisition; and those set out in the Trust’s management’s discussion and analysis for the year ended December 31, 2024 and 2023 (the “Annual MD&A”), which is available on SEDAR+, and in Primaris’ other materials filed with the Canadian securities regulatory authorities from time to time.

Certain forward-looking information included in this news release may also be considered “financial outlook” for purposes of applicable securities laws, including statements under the heading “Updated Guidance”. Financial outlook about the Trust’s prospective results of operations including, without limitation, anticipated FFO** per unit, anticipated Cash NOI** and Same Properties Cash NOI** growth, impact on rental revenue of contractual rent-steps, anticipated general and administrative expenses, anticipated operating capital expenditures, anticipated redevelopment capital expenditures, anticipated straight-line rent adjustment to revenue and anticipated growth in occupancy, is subject to the same assumptions, risk factors, limitations and qualifications as set out above and in the Annual MD&A, as updated by the MD&A, and the Trust 's annual information form. However, this information is subjective and subject to numerous risks. Financial outlook contained in this news release was provided for the purpose of providing further information about the Trust’s prospective financial performance and readers are cautioned that it should not be used for other purposes. Readers are also urged to examine the Trust’s materials filed with the Canadian securities regulatory authorities from time to time as they may contain discussions on risks and uncertainties which could cause the actual results and performance of Primaris to differ materially from the forward-looking statements and financial outlook contained in this news release. All forward-looking statements and financial outlook in this news release are qualified by these cautionary statements. These forward-looking statements and financial outlook are made as of October 6, 2025, and Primaris, except as required by applicable securities laws, assumes no obligation to update or revise them to reflect new information or the occurrence of future events or circumstances.

Non-GAAP Measures

The Trust’s financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”). However, Primaris also uses a number of measures which do not have a standardized meaning prescribed under generally accepted accounting principles (“GAAP”) in accordance with IFRS. These non-GAAP measures, which are denoted in this news release by the suffix “**” include non-GAAP financial measures and non-GAAP ratios, each as defined in National Instrument 52-112, Non-GAAP and Other Financial Measures Disclosure ( "NI 52-112 "). None of these non-GAAP measures should be construed as an alternative to financial measures calculated in accordance with GAAP. Furthermore, these non-GAAP measures may not be comparable to similar measures presented by other real estate entities and should not be construed as an alternative to financial measures determined in accordance with IFRS. Additional information regarding these non-GAAP measures, including definitions and reconciliations to the most directly comparable GAAP figure, where applicable, can be found in the MD&A which is available on the Trust’s profile on SEDAR+ at www.sedarplus.com. See Section 12, "Non-GAAP Measures " of the MD&A for the descriptions of each non-GAAP measure used in this news release and to find a quantitative reconciliation to the most directly comparable GAAP measure applicable; Section 12, "Non-GAAP Measures " and the related quantitative reconciliations are incorporated by reference herein.

Use of Operating Metrics

Primaris uses certain operating metrics to monitor and measure the operational performance of its portfolio. Operating metrics in this news release include long-term in-place occupancy, in-place occupancy, committed occupancy, annual mall traffic, weighted average lease term, all store sales volume, CRU sales volume and same store sales productivity. Certain of these operating metrics, including all store sales volume, CRU sales volume and same store sales productivity, may constitute supplementary financial measures as defined in NI 52-112. These supplementary measures are not derived from directly comparable measures contained in the Trust’s financial statements but may be used by management and disclosed on a periodic basis to depict the historical or future expected financial performance, financial position or cash flow of the Trust. For an explanation of the composition of all store sales volume, CRU sales volume and same store sales productivity, see “Section 8, "Operational Performance " – “Tenant Sales” in the MD&A, which is available on SEDAR+ at www.sedarplus.com, and which section is incorporated by reference herein.

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