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Press release from CNW Group

Huntingdon Capital Corp announces intention to make all-cash offer for up to 6,628,940 of the outstanding trust units of KEYreit

Tuesday, January 29, 2013

Huntingdon Capital Corp announces intention to make all-cash offer for up to 6,628,940 of the outstanding trust units of KEYreit08:00 EST Tuesday, January 29, 2013RICHMOND, BC, Jan. 29, 2013 /CNW/ - Huntingdon Capital Corp ("Huntingdon") (TSX: HNT, HNT.DB and HNT.WT) announced today its intention to make an all-cash offer to purchase up to 6,628,940 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), or approximately 45% of the Units, not including Units held by Huntingdon, at a price of $7.00in cash per Unit (the "Offer").  The total transaction is valued at $46,402,580.The Offer price represents a premium of approximately 13.3% to the closing price of $6.18 per Unit on the TSX on January 28, 2013 and 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.Commenting on the Offer, Huntingdon's President and Chief Executive Officer, Mr. Zachary George, added "Huntingdon's offer provides significant and immediate value to KEYreit unitholders, and a chance to access liquidity at a meaningful premium to current trading prices. Huntingdon believes that its offer is particularly attractive in light of KEYreit's high leverage and unsustainable payout ratio."The OfferorHuntingdon and its affiliates own 814,000trust 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 Offer Full details of the Offer will be included in the formal offer and take-over bid circular which will be publicly filed with Canadian securities regulatory authorities in the coming days and subsequently mailed to unitholders.The Offer will be subject to certain conditions which unless waived, must be satisfied, including, without limitation, that the number of Units tendered under the Offer, together with Units owned by the Offeror or its affiliates upon expiry of the Offer, constitute at least 50% of the Units then outstanding.  The Offer will also be conditional upon no material adverse change in KEYreit and other conditions customary for transactions of this nature.Transaction Financing The Offer is fully financed and not subject to any financing condition.Advisors The Offeror has engaged Farris, Vaughan, Wills & Murphy LLP as its legal advisors.About Huntingdon Capital CorpHuntingdon 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 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 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 up to 6,628,940 of the issued and outstanding trust units in KEYreit through the 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 Email: zgeorge@huntingdoncapital.com