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Press release from CNW Group

Huntingdon Capital Corp. reaffirms 100% cash offer at $8.00 per KEYreit unit

Monday, April 08, 2013

Huntingdon Capital Corp. reaffirms 100% cash offer at $8.00 per KEYreit unit

08:00 EDT Monday, April 08, 2013

RICHMOND, BC, April 8, 2013 /CNW/ - Huntingdon Capital Corp. ("Huntingdon") (TSX: HNT, HNT.DB and HNT.WT) announced today that Huntingdon's Board of Directors is still in the process of reviewing the terms of KEYreit's (TSX: KRE.UN) amended agreement to be sold to Plazacorp Retail Properties Ltd. as disclosed on April 4, 2013 (the "Plazacorp Amended Offer") and have confirmed that Huntingdon's last offer to acquire 100% of the issued and outstanding trust units (the "Units") of KEYreit, excluding Units already held by Huntingdon, for consideration per Unit of either (i) $8.00 in cash; or (ii) $6.00 in cash and 0.16038492 of a Huntingdon common share, at the election of each holder, will not be increased and represents Huntingdon's best and final offer for KEYreit's Units ("Huntingdon's Final Offer").

Huntingdon's Board of Directors is of the view that $8.00 per unit represents the very top-end of the value range for KEYreit and, at this time, will continue to offer KEYreit Unitholders the $8.00 all-cash option.  Huntingdon's Final Offer provides KEYreit unitholders with 100% liquidity at $8.00 cash and is NOT subject to proration.  The Plazacorp Amended Offer which is subject to proration is not open for acceptance until May 2013 and as a result, will be subject to fluctuations in Plazacorp's share price during this time.  Based on the closing price of Plazacorp's shares on April 6, 2013, Plazacorp's Amended Offer implies a value of approximately $8.14 per KEYreit unit.

Huntingdon's $8.00 Cash Offer - Open For Acceptance Until April 11, 2013

Huntingdon's Final Offer is open for acceptance by KEYreit unitholders until 5:00 p.m. (Toronto time) on April 11, 2013. KEYreit unitholders wishing to accept Huntingdon's Final Offer are encouraged to tender their Units by completing and returning the letter of transmittal and exercise form accompanying Huntingdon's Notice of Variation dated April 1, 2013.

Full details of Huntingdon's Final Offer are contained in Huntingdon's Notice of Variation dated April 1, 2013, and is available for review on SEDAR at www.sedar.com.

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 Huntingdon's Final 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 Corp

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 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 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 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 Huntingdon Final Offer; the assumption that all of the conditions to the Huntingdon Final 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

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