Huntingdon Announces Intention to Increase Offer to $7.50 Per Unit for 100% of KEYreit Units, Commends Ontario Securities Commission for Balanced Decision Regarding KEYreit's Unitholder Rights Plan

RICHMOND, BC, March 15, 2013 /CNW/ - Huntingdon Capital Corp ("Huntingdon") (TSX: HNT, HNT.DB and HNT.WT) is pleased to announce that it intends to increase its offer to purchase 100% of the issued and outstanding trust units (the "Units") of KEYreit ("KEYreit") (TSX: KRE.UN), excluding Units already held by Huntingdon, for consideration per Unit of, at the election of each holder, (i) $7.50 in cash; or (ii) $5.625 in cash and 0.15036087 of a Huntingdon common share (the "Second Amended Offer").  The amended transaction is now valued at approximately $106 million. Huntingdon also intends to amend the offer's minimum tender condition 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.

The $7.50 per Unit Second Amended Offer represents a very attractive 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 Huntingdon's intention to make its 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.

Huntingdon also wants to commend the Ontario Securities Commission (the "OSC") for their decision to cease trade KEYreit's unitholder rights plan (the "Rights Plan") upon the earlier of: (i) April 1, 2013, and (ii) two business days after the public announcement of any competing offer or transaction for KEYreit, or upon the abandonment by KEYreit of the current process seeking to maximize value for KEYreit uitholders. The OSC's decision followed a hearing to consider the request of Huntingdon to cease trade the Rights Plan that was adopted by the KEYreit Board of Trustees in response to Huntingdon's offer on February 8, 2013, as amended on February 25, 2013.

Commenting on the OSC's decision and Second Amended Offer, Huntingdon's President and Chief Executive Officer, Mr. Zachary George, stated, "We commend the OSC for their balanced decision and efforts to protect investors. Their decision has increased certainty for current KEYreit unitholders and parties interested in making offers to purchase KEYreit.  Mr. George also stated "Huntingdon's amended $7.50 offer provides superior value to KEYreit unitholders and represents a 21% premium to the closing price of $6.18 per Unit on the TSX on January 28, 2013"

Full details of the Second Amended Offer will be contained in a Notice of Variation, which Huntingdon anticipates filing and mailing on March 18, 2013.

Huntingdon anticipates the Second Amended Offer will be open for acceptance by KEYreit unitholders until 5:00 p.m. (Toronto time) on April 1, 2013, unless the Second Amended Offer is further extended or withdrawn by Huntingdon.

The Offeror

Huntingdon and its affiliates own 814,000 trust units of KEYreit, representing approximately 5.4% of KEYreit's currently issued and outstanding trust units. Huntingdon is a multi-asset class real estate company offering a dynamic blend of office, industrial, retail and aviation-related space in primary and secondary markets across Canada.

Additional Details of the Second Amended Offer

Except for the intention to amend the minimum tender condition disclosed above, the Second Amended Offer will be subject to the same conditions as Huntingdon's initial offer, commenced on January 31, 2013, as amended on March 7, 2013, which conditions, unless waived, must be satisfied.

Full details of the Second Amended Offer will be available in a Notice of Variation and other documents which Huntingdon anticipates to be mailed to KEYreit securityholders and filed on SEDAR at on March 18, 2013.

Transaction Financing

Huntingdon is financing the Second Amended Offer through available resources, including a loan facility provided by KingSett Mortgage Corporation.


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 Second 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 Amended Offer 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 Amended 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 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

Profil de l'entreprise

Huntingdon Capital Corp.

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