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Press release from CNW Group

Huntingdon Capital Corp. Files Second Notice of Variation and Extension

Monday, March 18, 2013

Huntingdon Capital Corp. Files Second Notice of Variation and Extension08:08 EDT Monday, March 18, 2013RICHMOND, BC, March 18, 2013 /CNW/ - Huntingdon Capital Corp. ("Huntingdon") (TSX: HNT, HNT.DB and HNT.WT) announced today that it has filed a second notice of variation and extension (the "Second Notice of Variation and Extension") relating to its offer (the "Offer") to acquire 100% of the issued and outstanding trust units (the "Units") of KEYreit ("KEYreit") (TSX: KRE.UN), excluding Units held by Huntingdon.Huntingdon's Second Notice of Variation and Extension notifies KEYreit unitholders, among other things, that Huntingdon has:a)amended the purchase price of the Offer so that KEYreit unitholders can elect to receive: (i) $7.50 in cash; or (ii) $5.625 in cash and 0.15036087 of a Huntingdon common share;b)amended the Minimum Tender Condition of the Offer 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;c)extended the expiry time of the Offer from 5:00 p.m. (Toronto time) on March 18, 2013 to 5:00 p.m. (Toronto time) on April 1, 2013; andd)amended the letter of transmittal and election form and notice of guaranteed delivery and election form that accompanied the first notice of variation and extension dated March 7, 2013 to accommodate for the above-noted increase in consideration.The Second Amended Offer represents a 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 the intention to make the 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.A detailed presentation regarding KEYreit is available on Huntingdon's website and can be accessed at: www.huntingdoncapital.com/UnlockValueatKEYreit.pdf.The Second Notice of Variation and Extension is available for review on SEDAR at www.sedar.com and is being mailed to KEYreit securityholders entitled to receive it.  The Second Notice of Extension and Variation should be read in conjunction with the original offer and circular dated January 31, 2013 and the first notice of variation and extension dated March 7, 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 Offer.How to TenderKEYreit unitholders wishing to accept Huntingdon's Offer are encouraged to tender their units by completing the letter of transmittal and exercise form accompanying the Second 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 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 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 Second Amended Offer; the assumption that all of the conditions to the Second 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