/NOT FOR DISSEMINATION IN THE UNITED STATES./
RICHMOND, BC, Dec. 19, 2012 /CNW/ - Huntingdon Capital Corp. ("Huntingdon") (TSX: HNT, HNT.DB and HNT.WT) announced today that FAM Real Estate Investment Trust (the "REIT") has filed a final prospectus for its initial public offering (the "Offering") of 5,880,000 units (the "Offered Units") with the securities commissions of each of the provinces and territories in Canada. Each Offered Unit consists of one trust unit in the capital of the REIT (a "Trust Unit") and one quarter of one Trust Unit purchase warrant of the REIT (each whole warrant being a "Warrant") at a price of $10.00 per Offered Unit. Each Warrant shall entitle the holder thereof to acquire one Trust Unit (each a "Warrant Unit") at an exercise price of $10.50 per Warrant Unit at any time following closing of the Offering and prior to 5:00 p.m. on December 28, 2015.
The REIT will use approximately $48.5 million of the proceeds of the Offering, together with approximately $6.2 million to be drawn under the REIT's revolving credit facility, to indirectly acquire a portfolio of 27 properties (the "Properties") from Huntingdon. Huntingdon will retain an approximate 30% interest in the REIT (or a 27% interest in the REIT if the over-allotment option granted to the underwriters is exercised in full) through the ownership of Class B limited partnership units of a subsidiary of the REIT, which are economically equivalent to, and exchangeable for, Trust Units, and will hold a vendor take-back note to be issued by a subsidiary of the REIT in an amount of approximately $9.2 million.
Huntingdon will provide strategic, asset management, administrative, property management, leasing, construction management and administrative services necessary to manage the day-to-day operations of the REIT and its assets pursuant to the terms of a management agreement to be entered into on Closing.
The Offering is expected to close on December 28, 2012. Copies of the final prospectus containing full details of the Offering and the REIT will be available under the REIT's profile on SEDAR at www.sedar.com.
The securities of the REIT have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of that Act. This news release does not constitute an offer for sale of these securities in the United States of America.
This press release contains forward-looking statements which reflect Huntingdon's current expectations regarding future events. The forward-looking statements involve risks and uncertainties. Actual results could differ materially from those projected herein. Huntingdon disclaims any obligation to update these forward-looking statements other than as required by applicable securities laws.
Huntingdon is a real estate operating company listed on the TSX (Common Shares: HNT; Debentures: HNT.DB; Warrants: HNT.WT). Huntingdon owns and manages a portfolio of industrial, office, retail and aviation-related properties throughout Canada that have a total gross leasable area of 4.5 million square feet.
SOURCE: Huntingdon Capital Corp.
For further information:
Zachary R. George
Chief Executive Officer
Huntingdon Capital Corp.