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 U.S. Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’), or any state securities laws and may not be offered or sold in the U.S. or to U.S. persons unless the securities are registered under the U.S. Securities Act or an exemption from such registration is available. PROSPECTUS Initial Public Offering April 18, 2013 12MAR201308181492 WPT INDUSTRIAL REAL ESTATE INVESTMENT TRUST US$100,000,000 10,000,000 Units The price per Unit is stated in U.S. dollars. This prospectus qualifies the distribution of 10,000,000 trust units (‘‘Units’’) of WPT Industrial Real Estate Investment Trust (the ‘‘REIT’’), a newly created, unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario. The REIT has been formed to own and operate an institutional-quality portfolio of primarily industrial properties located in the U.S., with a particular focus on warehouse and distribution industrial real estate. On closing of the offering described in this prospectus (the ‘‘Closing’’), the REIT will indirectly acquire (the ‘‘Acquisition’’) from Welsh Property Trust, LLC (‘‘Welsh’’) a portfolio of properties consisting of approximately 8.6 million square feet of gross leasable area (‘‘GLA’’), comprised of 35 industrial properties and two office properties, located in 12 states in the U.S. (collectively, the ‘‘Initial Properties’’). See ‘‘The Initial Properties’’ and ‘‘The Acquisition’’. The REIT’s portfolio will generate cash flow in U.S. dollars and the distributions made on the Units following Closing will be denominated in U.S. dollars. The objectives of the REIT are to: (i) provide Unitholders with an opportunity to invest in a portfolio of institutional-quality industrial properties in attractive U.S. markets, with a particular focus on warehouse and distribution industrial real estate; (ii) provide Unitholders with predictable, sustainable and growing cash distributions on a tax-efficient basis; (iii) enhance the value of the REIT’s portfolio and maximize the long-term value of the Units through the active management of the REIT’s properties; and (iv) significantly expand the asset base of the REIT through accretive acquisitions of stabilized, high quality industrial properties located in attractive U.S. markets. See ‘‘The REIT — Objectives of the REIT’’. At the time of Closing, it is expected that Welsh will hold an approximate 52.1% effective interest in the REIT on a fully diluted basis, assuming all Class B Units (as defined below) held by Welsh are redeemed for Units (approximately 48.6% if the Over-Allotment Option is exercised in full). Welsh, as the limited partner, will own all of the Class B partnership units (‘‘Class B Units’’) of WPT Industrial, LP (the ‘‘Partnership’’), a Delaware limited partnership, which will be the REIT’s operating subsidiary. The Class B Units are economically equivalent to Units and redeemable by the holder thereof for cash or Units (on a one-for-one basis subject to customary anti-dilution adjustments), as determined by the general partner of the Partnership in its sole discretion. See ‘‘Retained Interest’’ and ‘‘The Partnership’’. Welsh, a privately held real estate investment management company, will be the external asset manager and property manager of the REIT. The Welsh organization was founded in 1977 and has extensive experience in the acquisition, management and disposition of industrial and office real estate assets in attractive markets throughout the U.S. Since 2005, Welsh and its predecessors have completed real estate transactions with an aggregate value in excess of $1 billion, representing 20 million square feet of GLA. With deep market knowledge and an extensive network of relationships in the industrial segment of the U.S. real estate market, Welsh will directly support the REIT’s strategic growth initiatives. Moreover, Welsh will bring significant experience and continuity to the management of the Initial Properties. See ‘‘Arrangements with Welsh’’. Price US$10.00 per Unit Price to the Underwriters’ Net Proceeds to Public(1) Fee the REIT(2) Per Unit ................................................... US$10.00 US$0.60 US$9.40 Total(3) .................................................... US$100,000,000 US$6,000,000 US$94,000,000 Notes: (1) The price of the Units was established by negotiation between the REIT, Welsh and the Underwriters. (2) Before deducting expenses of the Offering estimated at approximately US$6.6 million which, together with the Underwriters’ fee, will be paid from the proceeds of the Offering. (3) The REIT has granted to the Underwriters an option, exercisable in whole or in part and at any time up to 30 days after Closing, to purchase up to an additional 1,500,000 Units on the same terms as set forth above solely to cover over-allotments, 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 will be US$115,000,000, US$6,900,000 and US$108,100,000, respectively. See ‘‘Plan of Distribution’’. This prospectus qualifies the distribution of the Over-Allotment Option and the Units issuable on the exercise thereof. A purchaser who acquires Units forming part of the Underwriters’ over-allocation position acquires those Units under this prospectus, regardless of whether the position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. The REIT will contribute the net proceeds, if any, from the issue of Units on exercise of the Over-Allotment Option to the Partnership to reduce debt, acquire additional industrial properties and/or for general trust purposes. (continued on next page) 3003 Reeves Road 6579 West 350 North Plainfield (Indianapolis), Indiana Greenfield (Indianapolis), Indiana GLA: Approximately 741,100 sq. ft. An Institutional GLA: Approximately 629,200 sq. ft. CLEAR CEILING HEIGHT: 36 feet CLEAR CEILING HEIGHT: 32 feet 535 Shingle Oak Drive Quality U.S. 1105 East Northfield Drive West Chicago (Chicago), Illinois Brownsburg (Indianapolis), Indiana GLA: Approximately 150,000 sq. ft. GLA: Approximately 526,200 sq. ft. CLEAR CEILING HEIGHT: 30 feet Industrial Portfolio CLEAR CEILING HEIGHT: 32 feet Institutional-Quality, Geographically Diversified Portfolio 37 Properties in 12 States 8.6 M sq. ft. of GLA 2440-2450 Midpoint Drive Edwardsville (Kansas City), Kansas GLA: Approximately 225,000 sq. ft. • State-of-the-art warehouse and Strategically Located IN KEy dISTRIBUTIoN MARKETS CLEAR CEILING HEIGHT: 30 feet distribution properties • 12 years weighted-average age • Approximately 31 ft. weighted-average clear ceiling height • 96.3%1 weighted-average occupancy 6766 Pontius Road 3051 Creekside Parkway Groveport (Columbus), ohio obetz (Columbus), ohio GLA: Approximately 754,000 sq. ft. GLA: Approximately 737,500 sq. ft. CLEAR CEILING HEIGHT: 32-37 feet CLEAR CEILING HEIGHT: 32-34 feet 7515 Hartman Industrial Way Austell (Atlanta), Georgia GLA: Approximately 113,700 sq. ft. CLEAR CEILING HEIGHT: 28 feet PORTFOLIO FORECAST NOI BY STATE2 KY 5.7 NC 2.2 MN 17.4 SC 5.2 IL 2.3 600 Hartman Industrial Court OH 11.2 Austell (Atlanta), Georgia GLA: Approximately 525,600 sq. ft. IN 15.6 CLEAR CEILING HEIGHT: 32 feet FL 1.8 % GA 16.2 KS 11.4 MAJOR RAIL INFRASTRUCTURE WI 7.3 MI 3.7 MAJOR INTERSTATE HIGHWAYS MARKETS CONTAINING INITIAL PROPERTIES OTHER MAJOR DISTRIBUTION MARKETS 6600 Pritchard Road Jacksonville, Florida 1 As of February 1, 2013 2 Projected for the 12-month period ending March 31, 2014 GLA: Approximately 126,100 sq. ft. CLEAR CEILING HEIGHT: 30 feet Institutional-Quality, Geographically Diversified Portfolio 37 Properties in 12 States 8.6 M sq. ft. of GLA 2440-2450 Midpoint Drive Edwardsville (Kansas City), Kansas GLA: Approximately 225,000 sq. ft. • State-of-the-art warehouse and Strategically Located IN KEy dISTRIBUTIoN MARKETS CLEAR CEILING HEIGHT: 30 feet distribution properties • 12 years weighted-average age • Approximately 31 ft. weighted-average clear ceiling height • 96.3%1 weighted-average occupancy 6766 Pontius Road 3051 Creekside Parkway Groveport (Columbus), ohio obetz (Columbus), ohio GLA: Approximately 754,000 sq. ft. GLA: Approximately 737,500 sq. ft. CLEAR CEILING HEIGHT: 32-37 feet CLEAR CEILING HEIGHT: 32-34 feet 7515 Hartman Industrial Way Austell (Atlanta), Georgia GLA: Approximately 113,700 sq. ft. CLEAR CEILING HEIGHT: 28 feet PORTFOLIO FORECAST NOI BY STATE2 KY 5.7 NC 2.2 MN 17.4 SC 5.2 IL 2.3 600 Hartman Industrial Court OH 11.2 Austell (Atlanta), Georgia GLA: Approximately 525,600 sq. ft. IN 15.6 CLEAR CEILING HEIGHT: 32 feet FL 1.8 % GA 16.2 KS 11.4 MAJOR RAIL INFRASTRUCTURE WI 7.3 MI 3.7 MAJOR INTERSTATE HIGHWAYS MARKETS CONTAINING INITIAL PROPERTIES OTHER MAJOR DISTRIBUTION MARKETS 6600 Pritchard Road Jacksonville, Florida 1 As of February 1, 2013 2 Projected for the 12-month period ending March 31, 2014 GLA: Approximately 126,100 sq. ft. CLEAR CEILING HEIGHT: 30 feet Institutional-Quality, Geographically Diversified Portfolio 37 Properties in 12 States 8.6 M sq. ft. of GLA 2440-2450 Midpoint Drive Edwardsville (Kansas City), Kansas GLA: Approximately 225,000 sq. ft. • State-of-the-art warehouse and Strategically Located IN KEy dISTRIBUTIoN MARKETS CLEAR CEILING HEIGHT: 30 feet distribution properties • 12 years weighted-average age • Approximately 31 ft. weighted-average clear ceiling height • 96.3%1 weighted-average occupancy 6766 Pontius Road 3051 Creekside Parkway Groveport (Columbus), ohio obetz (Columbus), ohio GLA: Approximately 754,000 sq.