OneREIT Obtains Final Order for Plan of Arrangement

TORONTO, ONTARIO–(Marketwired – Sept. 26, 2017) – OneREIT (TSX:ONR.UN) announced today that it has obtained a final order from the Ontario Superior Court of Justice (Commercial List) (the “Final Order“) with respect to OneREIT’s previously announced plan of arrangement involving, among others, OneREIT, Smart Real Estate Investment Trust and Strathallen Acquisitions Inc. (the “Transaction“).

As part of the Final Order, the court approved an amendment to the Plan of Arrangement agreed to by OneREIT and SmartREIT such that the consideration to be received under the Transaction by OneREIT unitholders and holders of Class B limited partnership units which are exchangeable for OneREIT units (the “LP Units“) will not be prorated. OneREIT and SmarREIT agreed to amend the Plan of Arrangement on the basis of unit and cash elections received, which would have resulted in a de minimis amount of proration. Accordingly, unitholders will receive either cash consideration or units (“SmartREIT Units“) of Smart Real Estate Investment Trust (“SmartREIT“) and holders of LP Units will receive either cash consideration or will retain their LP Units, each in accordance with their respective elections. As previously disclosed, those unitholders who did not make an election prior to the election deadline were deemed to have elected to receive cash consideration and those holders of LP Units who did not make an election prior to the election deadline were deemed to have elected to retain their LP Units. If a holder of LP Units elects or is deemed to elect to retain their LP Units, those LP Units will become exchangeable into the number of SmartREIT Units the holder would otherwise have received under the Transaction had those LP Units been exchanged for the underlying OneREIT units prior to the closing of the Transaction.

As previously announced, the cash consideration will consist of $4.275 per OneREIT unit and the non-cash consideration will consist of approximately 0.13766 of a SmartREIT Unit per OneREIT unit.

In addition, the parties have received a “no action” letter from the Commissioner of Competition under the Competition Act (Canada) such that the closing condition related to the Competition Act (Canada) has been satisfied. The parties have also received conditional listing approval from the Toronto Stock Exchange (the “TSX“) such that the closing condition related to receipt of TSX conditional approval has been satisfied.

OneREIT currently expects to close the Transaction in late September or early October of 2017, subject to the satisfaction of the remaining conditions precedent to the Transaction.

About OneREIT

OneREIT is an unincorporated, open-end real estate investment trust which focuses on owning and acquiring retail properties across Canada with the goal of enhancing long-term unitholder value.

Forward-Looking Information

This press release includes forward-looking information. In some cases, forward-looking information can be identified by the use of words such as “may”, “will”, “should”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, and by discussions of strategies that involve risks and uncertainties. The forward-looking information is based on certain key expectations and assumptions made by OneREIT, including with respect to the Transaction and all other statements that are not historical facts. The timing and completion of the Transaction is subject to customary closing conditions, termination rights and other risks and uncertainties. Although management of OneREIT believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that any transaction, including the Transaction, will occur or that it will occur on the timetable or on the terms and conditions contemplated in this news release. The Transaction could be modified, restructured or terminated. Readers are cautioned not to place undue reliance on forward-looking information. By its nature, such forward-looking information necessarily involves known and unknown risks and uncertainties that may cause actual results, performance, prospects and opportunities in future periods of OneREIT to differ materially from those expressed or implied by such forward-looking statements. Neither OneREIT nor and any other person assumes responsibility for the accuracy and completeness of any forward-looking information, and no one has any obligation to update or revise any forward-looking information, whether as a result of new information, future events or such other factors which affect this information, except as required by law.