Unitholders Urged to Vote for Rights Plan
TORONTO, Feb. 28, 2013 /CNW/ - KEYreit (TSX: KRE.UN) today announced
that the British Columbia Securities Commission ("BCSC") will not take
jurisdiction to hold a hearing on an application by Huntingdon Capital
Corporation ("Huntingdon") against KEYreit's Unitholder Rights Plan.
KEYreit believes that Huntingdon's application was highly inappropriate
and commends the BCSC's decision. Staff of the BCSC supported KEYreit's
KEYreit added that it is urging unitholders to vote for the
board-approved Unitholder Rights Plan at a special meeting planned for
March 26, 2013.
Huntingdon's application was a complete waste of time and money
"Huntingdon's application to the BCSC was a complete waste of time and
money and reflected Huntingdon's total disregard for KEYreit's
unitholders," said John Bitove, KEYreit's Chief Executive Officer. "It
was unprofessional and inappropriate for Huntingdon to have forced
KEYreit to spend tens of thousands of dollars to defend against this
ridiculous jurisdictional case."
Prior to the hearing, KEYreit submitted that the Ontario Securities
Commission ("OSC"), rather than the BCSC, is the principal regulator
for KEYreit and that according to long-held Canadian practice, Ontario
was the correct jurisdiction for applications related to the Unitholder
Rights Plan. In its submissions KEYreit further noted, among other
things, that its head office is in Toronto, its units trade on the
Toronto Stock Exchange, all of the members of the board of trustees
live in Ontario and KEYreit's business is largely outside of British
Huntingdon still forced a three-person BCSC panel to endure
approximately 90 minutes of jurisdiction arguments in Vancouver, after
which the panel swiftly and unanimously concluded against Huntingdon
and in favour of KEYreit. The panel confirmed past practice that the
hearing belonged in the jurisdiction of the principal regulator of
KEYreit, that Huntingdon had advanced no good reasons to change the
practice, and that it would not be in the public interest for the BCSC
to exercise its jurisdiction in the matter.
KEYreit urges unitholders to approve the Rights Plan
KEYreit's board of trustees urges unitholders to vote to approve the
Unitholder Rights Plan, which was adopted by the board on February 8,
2013 and amended and restated on February 25, 2013, as an emergency
response to Huntingdon's coercive and undervalued hostile takeover bid.
Unitholder approval of the Rights Plan can ensure that unitholders are
treated fairly in any takeover bid.
An information circular and cover letter with regard to the unitholders'
meeting and the Rights Plan vote is being mailed to Unitholders. These
documents are available on KEYreit's website www.keyreittruevalue.com and at www.sedar.com. Unitholders should carefully review the Rights Plan circular and cover
letter and then VOTE FOR the Rights Plan.
If you have tendered your units, you should withdraw them immediately
Unitholders who have tendered units and who wish to obtain advice or
assistance in withdrawing their units are urged to contact their broker
or Kingsdale Shareholder Services Inc., the information agent retained
by KEYreit, at 1-888-518-1562.
KEYreit (TSX: KRE.UN) is Canada's premier small-box retail property
owner with 226 properties in nine provinces across Canada. KEYreit's
properties are well located and geographically diverse across Canada
with the majority of all properties containing long-term quadruple net
To find out more about KEYreit (TSX: KRE.UN), visit our website at www.keyreit.com
For further information:
KEYreit unitholders, please contact:
Kingsdale Shareholder Services Inc.
1-888-518-1562 toll-free in North America
1-416-867-2272 outside of North America (collect calls accepted)
Media, please contact:
Longview Communications Inc.
Alan Bayless 604-694-6035, firstname.lastname@example.org
Olena Lobach 416-649-8009, email@example.com