Huntingdon Capital Corp. files Notice of Variation and Extension

RICHMOND, BC, March 7, 2013 /CNW/ - Huntingdon Capital Corp. ("Huntingdon") (TSX: HNT, HNT.DB and HNT.WT) announced today that it has filed a Notice of Variation and Extension relating to its amended offer (the "Amended Offer") previously announced on February 26, 2013, to acquire 100% of the issued and outstanding trust units (the "Units") of KEYreit ("KEYreit") (TSX: KRE.UN, KRE.DB.A, KRE.DB.B and KRE.DB.C), excluding Units held by Huntingdon.

Huntingdon's Notice of Variation and Extension notifies KEYreit unitholders, among other things, that Huntingdon has:

    a)      amended the number of Units offered to be purchased from 6,628,940 Units to UP TO ALL of the issued and outstanding Units of KEYreit;
    b)      amended the purchase price so that KEYreit unitholders can elect to receive: (i) $7.00 in cash; or (ii) $5.25 in cash and 0.14033681 of a  Huntingdon  common share;
    c)      extended the expiry time of the offer from 5:00 p.m. (Toronto time) on March 7, 2013 to 5:00 p.m. (Toronto time) on March 18, 2013; and
    d)      amended the letter of transmittal and notice of guaranteed delivery that accompanied the original offer and circular dated January 31, 2013
to accommodate for the above-noted payment election.
       

The Amended Offer represents a premium of approximately 13.3% 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), a premium of approximately 13.3% 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, and a premium of 21.1% to the approximate net issue price on KEYreit's recent January equity raise.

A detailed presentation regarding KEYreit is available on Huntingdon's website and can be accessed at: www.huntingdoncapital.com/UnlockValueatKEYreit.pdf.

The Notice of Variation and Extension will be mailed and filed with the Canadian securities regulators today and will be available for review on SEDAR at www.sedar.com.  The Notice of Extension and Variation should be read in conjunction with the original offer and circular dated January 31, 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 Amended 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 Notice of Variation and Extension mailed to them and returning it in accordance with the instructions in the letter of transmittal.

Advisors

Huntingdon has engaged Farris, Vaughan, Wills & Murphy LLP as its legal advisors.

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.

Important Notice

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 Amended Offer; the assumption that all of the conditions to the 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 forward-looking information.

SOURCE: Huntingdon Capital Corp.

For further information:

Zachary R. George, Director, President and Chief Executive Officer
Tel: (604) 249-5119
Fax: (604) 249-5101
Email: zgeorge@huntingdoncapital.com

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Huntingdon Capital Corp.

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