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Press release from CNW Group

Huntingdon announces intention to increase all-cash offer to $8.00 per unit for 100% of KEYreit Units

Tuesday, March 26, 2013

Huntingdon announces intention to increase all-cash offer to $8.00 per unit for 100% of KEYreit Units18:19 EDT Tuesday, March 26, 2013RICHMOND, BC, March 26, 2013 /CNW/ - Huntingdon Capital Corp ("Huntingdon") (TSX: HNT) (TSX: HNT.DB) (TSX: 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) $8.00 in cash; or (ii) $6.00 in cash and 0.16038492 of a Huntingdon common share (the "Huntingdon Amended Offer"). The amended transaction is now valued at approximately $119 million.The Huntingdon Amended Offer provides the following advantages over the offer by Plazacorp Retail Properties Ltd. to acquire 100% of the issued and outstanding Units of KEYreit announced on March 25, 2013 (the "Plazacorp Offer"):the Huntingdon Amended Offer is NOT subject to proration and enables KEYreit to receive $8.00 in cash, as opposed to the Plazacorp Offer which is subject to a maximum aggregate cash amount of approximately $59.5 million or $4.00 per unit assuming every KEYreit unitholder elects cash (representing approximately 50% of the consideration under the Plazacorp Offer);the Plazacorp Offer does not imply $8.00 based on Plazacorp's share price. Assuming all Units are tendered, Plazacorp's offer requires KEYreit unitholders to take 50% of their consideration in Plazacorp shares. Based on the closing price of Plazacorp's shares on March 26, 2013, the Plazacorp Offer implies a value of approximately $7.88 per KEYreit unit.Huntingdon's Amended Offer will enable KEYreit Unitholders to have their Units taken up on the expiry of the Huntingdon Amended Offer, anticipated to be on April 11, 2013, representing an opportunity to receive cash consideration up to 40 days earlier than Units may be taken up under the Plazacorp Offer based on current disclosure.The Plazacorp Offer is conditional and will not be open for acceptance until May 2013, 35 days after Plazacorp's take-over bid circular is mailed to unitholders of KEYreit. According to Plazacorp's March 25, 2013 press release, once mailed, the Plazacorp Offer can be withdrawn or extended and will be conditional upon, among other things, Plazacorp acquiring such number of KEYreit Units that represent at least 66-2/3% of the outstanding Units calculated on a fully-diluted basis, as well as receipt of customary regulatory consents and approvals.  Assuming all of the Plazacorp's conditions are eventually satisfied, KEYreit unitholders will have to wait to May 2013 to be taken up and as a result, will be exposed to fluctuations in Plazacorp's share price during this time.Commenting on the Huntingdon Amended Offer, Huntingdon's President and Chief Executive Officer, Mr. Zachary George, stated, "We are pleased to have created value for KEYreit unitholders through this process and believe that our amended and very attractive $8.00 per unit all-cash offer provides near term certainty for unitholders."The $8.00 per Unit Huntingdon Amended Offer represents a very attractive premium of approximately 29% 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 29% 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.Full details of the Huntingdon Amended Offer will be contained in a Notice of Variation, which Huntingdon anticipates filing and mailing on April 1, 2013.Huntingdon anticipates the Huntingdon Amended Offer will be open for acceptance by KEYreit unitholders until 5:00 p.m. (Toronto time) on April 11, 2013, unless the Huntingdon Amended Offer is further extended or withdrawn by Huntingdon.The OfferorHuntingdon 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 Huntingdon Amended OfferHuntingdon anticipates that the Huntingdon 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, and as further amended on March 18, 2013, which conditions, unless waived, must be satisfied.Full details of the Huntingdon 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 on April 1, 2013.Transaction FinancingHuntingdon is financing the Huntingdon Amended Offer through available resources, including cash on hand and a loan facility provided by KingSett Mortgage Corporation.AdvisorsHuntingdon 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 Huntingdon 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 2.7 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 NoticeThis 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 StatementsCertain 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 Huntingdon 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 Email: zgeorge@huntingdoncapital.com