Huntingdon Capital Corp. announces intention to amend offer to purchase 100% of the outstanding trust units of KEYreit

RICHMOND, BC, Feb. 26, 2013 /CNW/ - Huntingdon Capital Corp. ("Huntingdon") (TSX: HNT, HNT.DB and HNT.WT) announced today that it intends to amend its cash offer commenced on January 31, 2013 (the "Initial Offer") to an offer to purchase 100% of the issued and outstanding trust units (the "Units") of KEYreit ("KEYreit") (TSX: KRE.UN), excluding Units held by Huntingdon, at a price of $7.00 per Unit.  Additionally, Huntingdon intends to amend the Initial Offer to give all KEYreit unitholders who tender to the amended offer (the "Amended Offer") an option to elect to receive either (i) $7.00 cash, or (ii) a combination of cash and up to 25% of their consideration in common shares of Huntingdon.  The total transaction is valued at approximately $99 million.

Commenting on the Amended Offer, Huntingdon's President and Chief Executive Officer, Mr. Zachary George, stated, "Our Amended Offer gives unitholders of KEYreit full liquidity at a very attractive price of $7.00 per unit, and an option to participate in the success of Huntingdon going forward. Huntingdon's management team is focused on creating long-term value and benefits from a Board of Directors and senior management team whose interests are fully aligned with those of shareholders".

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

Full details of the Amended Offer will be contained in a Notice of Variation, which will also include detailed information on Huntingdon for the benefit of KEYreit unitholders who elect to receive Huntingdon common shares as part of their consideration for their tendered KEYreit Units.  Huntingdon anticipates filing and mailing the Notice of Variation as soon as practicable, and anticipates that the Amended Offer will expire on March 18, 2013.

The Amended Offer will be open for acceptance by KEYreit unitholders until 5:00 p.m. (Toronto time) on the date that is at least 10 days from the date that the Notice of Variation is sent to KEYreit securityholders, unless the Amended Offer is further extended or withdrawn by Huntingdon.

Transaction Financing

Huntingdon is financing the Amended Offer through available resources, including a new bridge loan facility being provided by KingSett Real Estate Mortgage LP No. 3, an affiliate of KingSett Capital ("KingSett"). In connection with the bridge loan facility, KingSett has been granted warrants to purchase shares of Huntingdon at $13.00 per share.

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 Amended Offer

Full details of the 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 www.sedar.com in the coming weeks. The issuance of warrants to purchase common shares of Huntingdon to KingSett, as well as the issuance of any common shares of Huntingdon pursuant to the Amended Offer is subject to TSX approval.

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.

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

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 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.

Zachary R. George, Director, President and Chief Executive Officer
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