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CHOICE PROPERTIES REAL ESTATE INVESTMENT TRUST $400,000,000 40,000,000 Units

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CHOICE PROPERTIES REAL ESTATE INVESTMENT TRUST $400,000,000 40,000,000 Units No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’), or the securities laws of any state of the United States and, subject to certain exceptions, may not be offered, sold or delivered, directly or indirectly, in the United States (as such term is defined in Regulation S under the U.S. Securities Act) (the ‘‘United States’’) except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This prospectus does not constitute an offer to sell or solicitation of an offer to buy any of these securities in the United States. See ‘‘Plan of Distribution’’. PROSPECTUS Initial Public Offering June 26, 2013 23MAY201312011973 CHOICE PROPERTIES REAL ESTATE INVESTMENT TRUST $400,000,000 40,000,000 Units This prospectus qualifies the distribution to the public (the ‘‘Offering’’) of 40,000,000 units (the ‘‘Units’’) of Choice Properties Real Estate Investment Trust (the ‘‘REIT’’), an unincorporated, open-ended real estate investment trust established under, and governed by, the laws of the Province of Ontario, at a price of $10.00 per Unit (the ‘‘Offering Price’’). Loblaw Companies Limited (‘‘Loblaw’’) has taken the initiative in creating the REIT in order to optimize Loblaw’s real estate holdings and establish a growth-oriented public real estate entity. The REIT was formed primarily to own income-producing commercial properties located in Canada. In connection with the completion of the Offering and related transactions (the ‘‘Closing’’), the REIT will indirectly acquire, through Choice Properties Limited Partnership (the ‘‘Partnership’’), a portfolio of 425 properties totaling approximately 35.3 million square feet of gross leasable area (‘‘GLA’’), comprising 415 retail properties, one office complex and nine warehouse properties (collectively, the ‘‘Initial Properties’’). The retail properties will be made up of (i) 267 properties with a stand-alone store operating under a banner owned or licensed by Loblaw or certain of its subsidiaries (a ‘‘Loblaw-Owned Banner’’), (ii) 143 properties anchored by a store operating under a Loblaw-Owned Banner that also contain one or more third-party tenants, and (iii) five properties containing only third-party tenants. The office complex consists of two office buildings and the warehouse properties include two properties that host three warehouses each. All of the Initial Properties are currently indirectly owned by Loblaw, and represent approximately 75% of its owned real estate portfolio (measured by square feet). Loblaws Inc., a subsidiary of Loblaw, will be the REIT’s most significant tenant for the foreseeable future, representing approximately 91.2% of its annual base minimum rent on Closing and 88.3% of its GLA. On Closing, the remaining terms of the leases with Loblaws Inc. will range from 10 to 18 years, with a weighted average remaining lease term of 14 years. See ‘‘Acquisition of the Initial Properties’’ and ‘‘Assets of the REIT’’. Loblaw is listed on the Toronto Stock Exchange (‘‘TSX’’) under the symbol ‘‘L’’. It had a market capitalization of approximately $14.0 billion as of the date of this prospectus and 2012 revenues of more than $31.0 billion. Loblaw has had an investment grade credit rating from each of DBRS Limited (‘‘DBRS’’) and Standard & Poor’s Ratings Service (‘‘S&P’’) for over 10 years. Loblaw is Canada’s largest food distributor and a leading provider of drugstore, general merchandise and financial products and services. Loblaw and its franchisees currently operate 1,053 stores across Canada. On Closing, it is expected that Loblaw will hold an approximate 83.1% effective interest in the REIT through ownership of 21,500,000 Units and all of the Class B limited partnership units (‘‘Class B LP Units’’) of the Partnership that are economically equivalent to and exchangeable for Units (or an approximate 81.7% effective interest in the REIT if the Over-Allotment Option (as defined below) is exercised in full). In addition, Loblaw will hold all of the outstanding Class C limited partnership Units (‘‘Class C LP Units’’) of the Partnership. See ‘‘Key Investors — Retained Interest of Loblaw’’. Loblaw has advised the REIT that its current expectation is that it will continue to own a majority effective interest in the REIT for at least the next 10 years. Concurrent with the Offering, George Weston Limited or its subsidiaries (other than Loblaw) (‘‘GWL’’), Loblaw’s majority shareholder, will purchase 20,000,000 Units from the REIT at the Offering Price for a total subscription price of $200 million. This prospectus also qualifies the distribution of these Units to GWL and the 21,500,000 Units to Loblaw or certain of its subsidiaries. (continued on next page) (continued from cover) The objectives of the REIT are to: (a) provide holders of Units (‘‘Unitholders’’) with stable, predictable and growing monthly cash distributions on a tax-efficient basis; (b) enhance the value of the REIT’s assets in order to maximize long-term Unitholder value; and (c) expand the REIT’s asset base while also increasing its adjusted funds from operations (‘‘AFFO’’) per Unit, including through accretive acquisitions and site intensification. The REIT initially intends to make monthly cash distributions of $0.054167 per Unit to Unitholders, which are estimated to be approximately 90% of the REIT’s AFFO, on an annual basis, during the period from July 1, 2013 to June 30, 2014 (the ‘‘Forecast Period’’). See ‘‘Non-GAAP Measures’’ and ‘‘Distribution Policy’’. The REIT’s growth strategy will focus on optimizing rent generated from the Initial Properties as well as leveraging the REIT’s relationship with Loblaw to access accretive commercial property acquisition opportunities and to participate with Loblaw in the development or redevelopment of stores and shopping centres. Under the terms of a strategic alliance agreement with Loblaw, Loblaws Inc. and Loblaw Properties Limited (the ‘‘Strategic Alliance Agreement’’) to be entered into on Closing, the REIT will have, subject to certain exceptions, the right of first offer to purchase any property in Canada that Loblaw or its subsidiaries seek to sell in the future. Loblaw has advised the REIT that its current intention, subject to market conditions, is to offer to sell to the REIT the significant majority of its remaining approximately 12 million square feet of existing owned property over the next 10 years. Loblaw has also advised the REIT that, following Closing, it intends to continue to acquire property to develop new retail stores and has agreed that the REIT will have, subject to certain exceptions, a right to participate in the development of new shopping centres that will be anchored by a store operating under a Loblaw-Owned Banner. Any new retail stores or shopping centres developed by Loblaw or its subsidiaries following Closing will also be subject to the REIT’s right of first offer to purchase such properties in the event that Loblaw or its subsidiaries decides to sell them. See ‘‘Growth Strategies of the REIT’’ and ‘‘Arrangements with Loblaw — Strategic Alliance Agreement’’. Although the REIT expects that the majority of its near-term acquisitions will be from Loblaw, the REIT also intends to pursue acquisitions from vendors other than Loblaw or its subsidiaries. On Closing, the REIT will employ an experienced internal senior management team that will be supported by an internal team of professionals with experience in asset management, property management, property acquisitions and dispositions, development, leasing and finance. Loblaws Inc. or certain of its subsidiaries will provide certain administrative and other services (including certain property management services) for the REIT, on a cost-recovery basis, pursuant to the Services Agreement. See ‘‘Arrangements with Loblaw — Services Agreement’’. Price: $10.00 per Unit Price to the Underwriters’ Net Proceeds to Public(1) Fee(2) the REIT(3) Per Unit .................................................. $10.00 $0.50 $9.50 Total Offering(4)(5) ............................................ $400,000,000 $20,000,000 $380,000,000 Notes: (1) The price of the Units was established by negotiation among the REIT, Loblaw and the Underwriters (as defined below). (2) The Underwriters will receive a fee of $0.50 per Unit in connection with the 40,000,000 Units being purchased by the public. No fee will be payable to the Underwriters in respect of the 20,000,000 Units to be purchased by GWL or the Units to be issued to Loblaw on Closing. See ‘‘Acquisition of the Initial Properties’’ and ‘‘Plan of Distribution’’. (3) Before deducting the REIT’s expenses of the Offering, estimated at $19.5 million, which, together with the Underwriters’ fee, will be paid from the proceeds of the Offering. (4) The REIT has granted the Underwriters an option (the ‘‘Over-Allotment Option’’), exercisable in whole or in part at any one time up to 30 days after Closing, to purchase up to an additional 6,000,000 Units on the same terms as set forth above solely to cover over-allocations, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total ‘‘Price to the Public’’, ‘‘Underwriters’ Fee’’ and ‘‘Net Proceeds to the REIT’’ before deducting the expenses of the Offering will be $460,000,000, $23,000,000 and $437,000,000, respectively. This prospectus also qualifies the grant of the Over-Allotment Option and the Units issuable upon the exercise of the Over-Allotment Option. A purchaser who acquires Units forming part of the Underwriters’ over-allocation position acquires such Units under this prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.
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