OneREIT Completes Plan of Arrangement

TORONTO, ONTARIO–(Marketwired – Oct. 4, 2017) – OneREIT (TSX:ONR.UN) announced today that it has completed its previously announced plan of arrangement (the “Plan of Arrangement“) involving, among others, OneREIT, Smart Real Estate Investment Trust (“SmartREIT“) and Strathallen Acquisitions Inc. The OneREIT units are expected to be delisted from the Toronto Stock Exchange at the close of trading on October 5, 2017 and after the date hereof will represent a right to obtain the cash consideration under the Plan of Arrangement of $4.275 per OneREIT unit upon tender of a letter of transmittal and certificates, if any, representing such units to AST Trust Company (Canada) (the “Depository“). The cash and non-cash consideration payable under the Plan of Arrangement for OneREIT units tendered to the Depository prior to closing is expected to be paid in the ordinary course shortly after the date hereof.

OneREIT’s 5.45% Convertible Unsecured Subordinated Debentures due June 30, 2018 (the “5.45% Debentures“) and 5.50% Extendible Convertible Unsecured Subordinated Debentures due June 30, 2020 (the “5.50% Debentures“) have been assumed by SmartREIT and shall trade under the stock symbols “SRU.DB.A” and “SRU.DB.B”, respectively, commencing on October 6, 2017. The adjusted conversion price of the 5.45% Debentures and the 5.50% Debentures into SmartREIT units is $51.56 and $58.01 (each, a “New Conversion Price“), respectively, such that the number of SmartREIT units to be issued for each $1,000 principal amount of 5.45% Debentures or 5.50% Debentures so converted will be $1,000 divided by the applicable New Conversion Price, subject to adjustment in accordance with the terms of the 5.45% Debentures or the 5.50% Debentures, as applicable.

OneREIT will apply to cease to be a reporting issuer in all of the provinces and territories of Canada.

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. 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 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.