RICHMOND, BC, March 18, 2013 /CNW/ - Huntingdon Capital Corp. ("Huntingdon") (TSX: HNT, HNT.DB and HNT.WT) announced today that it has filed a
second notice of variation and extension (the "Second Notice of Variation and Extension") relating to its offer (the "Offer") to acquire 100% of the issued and outstanding trust units (the "Units") of KEYreit ("KEYreit") (TSX: KRE.UN), excluding Units held by Huntingdon.
Huntingdon's Second Notice of Variation and Extension notifies KEYreit
unitholders, among other things, that Huntingdon has:
amended the purchase price of the Offer so that KEYreit unitholders can
elect to receive: (i) $7.50 in cash; or (ii) $5.625 in cash and
0.15036087 of a Huntingdon common share;
amended the Minimum Tender Condition of the Offer from a minimum of at
least 50% of the outstanding Units, including Units owned by Huntingdon
or its affiliates, to a minimum of at least 45% of the outstanding
Units, including Units owned by Huntingdon or its affiliates;
extended the expiry time of the Offer from 5:00 p.m. (Toronto time) on
March 18, 2013 to 5:00 p.m. (Toronto time) on April 1, 2013; and
amended the letter of transmittal and election form and notice of
guaranteed delivery and election form that accompanied the first notice
of variation and extension dated March 7, 2013 to accommodate for the
above-noted increase in consideration.
The Second Amended Offer represents a premium of approximately 21.36% to
the closing price of $6.18 per Unit on the TSX on January 28, 2013 (the
last trading day prior to the announcement of the intention to make the
initial offer), and a premium of approximately 21.36% to the
volume-weighted average trading price of $6.18 per Unit over the 20
trading days on the TSX up to and including January 28, 2013.
A detailed presentation regarding KEYreit is available on Huntingdon's
website and can be accessed at: www.huntingdoncapital.com/UnlockValueatKEYreit.pdf.
The Second Notice of Variation and Extension is available for review on
SEDAR at www.sedar.com and is being mailed to KEYreit securityholders entitled to receive it.
The Second Notice of Extension and Variation should be read in
conjunction with the original offer and circular dated January 31, 2013
and the first notice of variation and extension dated March 7, 2013.
Huntingdon has applied for and received conditional acceptance from the
Toronto Stock Exchange for the listing of Huntingdon common shares
issuable pursuant to the Offer.
How to Tender
KEYreit unitholders wishing to accept Huntingdon's Offer are encouraged
to tender their units by completing the letter of transmittal and
exercise form accompanying the Second Notice of Variation and Extension
mailed to them and returning it in accordance with the instructions in
the letter of transmittal.
Huntingdon has engaged Farris, Vaughan, Wills & Murphy LLP as its legal
Huntingdon has engaged Trimaven Capital Advisors Inc. as its financial
advisor in connection with the Amended Offer, including arranging and
advising on the loan facility being provided by KingSett Real Estate
Mortgage LP No. 3, an affiliate of KingSett Capital.
About Huntingdon Capital Corp
Huntingdon is a British Columbia real estate operating company listed on
the TSX (Common Shares: HNT; Debentures: HNT.DB; Warrants: HNT.WT).
Huntingdon owns and manages a portfolio of 36 industrial, office,
retail and aviation-related properties throughout Canada that have a
total gross leasable area of 2.9 million square feet. In addition,
Huntingdon owns an approximate 30% interest in FAM Real Estate
Investment Trust (the "REIT") (TSX: F.UN, F.WT) and manages, on behalf
of the REIT, a portfolio of 27 industrial, office, and retail
properties throughout Canada that have a gross leasable area of 1.7
million square feet.
This announcement is for informational purposes only and does not
constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell, otherwise dispose of or issue,
or any solicitation of any offer to sell, otherwise dispose of, issue,
purchase, otherwise acquire or subscribe for, any security. The
release, publication and distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published and
distributed should inform themselves about and observe such
restrictions. The proposed $7.00 offer referred to herein is not being
made in, nor will deposits of securities be accepted in, any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the laws of such jurisdiction. However, Huntingdon may,
in its sole discretion, take such action as it deems necessary to
extend the proposed offer in any such jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this news release constitutes
"forward-looking information" (or "forward-looking statements") within
the meaning of applicable securities laws. All statements, other than
statements of historical or present fact, constitute forward-looking
information and typically include words and phrases about the future
such as "may", "will", "anticipate", "estimate", "expect", "plan",
"intend", "believe", "predict", "goal", "target", "project",
"potential", "strategy" and "outlook" or the negative thereof or
similar variations. Forward-looking information is necessarily based
upon a number of assumptions that, while considered reasonable by
Huntingdon, are inherently subject to significant business, economic
and competitive uncertainties and contingencies. Huntingdon cautions
the reader that such forward-looking information involves known and
unknown risks, uncertainties and other factors, estimates and
assumptions that may cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
information. Some important factors, estimates and assumptions that
could cause actual results to differ materially from expectations
include, among other things, the assumption that Huntingdon will
acquire 100% of the issued and outstanding trust units in KEYreit
through the Second Amended Offer; the assumption that all of the
conditions to the Second Amended Offer will be satisfied; certain
assumptions relating to general economic conditions, market factors,
competition, changes in government regulation and changes in prevailing
interest rates; and the assumption that there are no inaccuracies or
material omissions in KEYreit's publicly available information, and
that KEYreit has not disclosed events which may have occurred or which
may affect the significance or accuracy of such information. While
Huntingdon considers these factors, estimates and assumptions to be
reasonable based on information currently available to them, they may
prove to be inaccurate.
The information concerning KEYreit contained in this press release has
been taken from or is based entirely upon KEYreit's publicly available
documents and has not been independently verified by Huntingdon.
Huntingdon, nor any of its respective directors or officers assumes any
responsibility for the accuracy or completeness of such information, or
for any failure by KEYreit to disclose events or facts which may have
occurred or which may affect the significance or accuracy of any such
information, but which are unknown to Huntingdon. Forward-looking
information contained herein are made as of the date of this press
release based on the opinions and estimates of Huntingdon on the date
statements containing such forward-looking information are made.
Huntingdon does not undertake any obligation to update or revise
forward-looking information, whether as a result of new information,
future events or otherwise, except to the extent legally required.
Accordingly, readers should not place any undue reliance on
SOURCE: Huntingdon Capital Corp.
For further information:
Zachary R. George, Director, President and Chief Executive Officer
Tel: (604) 249-5119
Fax: (604) 249-5101