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Press release from CNW Group

KEYreit Offer Valued at $325 Million by Plazacorp is Completed

Friday, May 17, 2013

KEYreit Offer Valued at $325 Million by Plazacorp is Completed

08:00 EDT Friday, May 17, 2013

- John Bitove resigns as Director and CEO and continues as shareholder of Plazacorp

TORONTO, May 17, 2013 /CNW/ - KEYreit (TSX: KRE.UN) ("KEYreit or "the REIT") today announced the completion of the offer to acquire the REIT by Plazacorp Retail Properties Ltd. ("Plazacorp"). The total value of the acquisition, once a second-step transaction is completed, is $325 million, including the assumption of debt.

The sale of KEYreit to Plazacorp completes a robust value maximization process led by the board of trustees (the "Board") and key advisors, BMO Capital Markets, Canaccord Genuity Corp., Norton Rose Canada LLP and Kingsdale Shareholder Services Inc.

"We are pleased with the outcome of Plazacorp's offer," said John Bitove. "KEYreit's sale to Plazacorp, for a total value of $325 million is a price we are all proud to achieve and I look forward to owning approximately 6.5% of Plazacorp's shares going forward," continued John Bitove.

As a result of Plazacorp taking control of KEYreit, KEYreit has announced that Mr. Lewis S. Allen, Mr. George Schott, and Mr. David Peltz have resigned from the Board and Mr. John I. Bitove has resigned as the Chief Executive Officer and Director, effective Friday, May 17, 2013. Mr. Donald Biback and Mr. John Jakolev will continue to serve on the Board in the interim until Plazacorp acquires 100% of the KEYreit units.

"We would like to thank the members of the Board who are leaving us today for their dedicated service," said Donald Biback, Chairman of the Board.  "Their knowledge and wisdom have helped guide the REIT through changing and challenging times and on a personal note I am proud of the years together with John Bitove as our CEO and all the success we created together."

The purchase of KEYreit's equity is for an unadjusted price of $8.35 per Unit.  Plazacorp's offer to acquire 100% of the issued and outstanding trust units of KEYreit for a maximum aggregate cash amount of approximately $62.1 million or 1.7041 Plazacorp shares per Unit, or any combination thereof, subject to proration, expired on Thursday, May 16, 2013 at 8:00pm.   A total of approximately 13,288,370 units of KEYreit were tendered to the Plazacorp offer, representing approximately 88.5% of the issued and outstanding units.  All tendered units have been taken-up and will be paid for by Plazacorp.  Plazacorp is expected to effect a second-step transaction to allow it to acquire the remaining units not tendered to the offer within 60 days to complete the KEYreit acquisition. Following the second-step transaction, KEYreit will be a wholly owned subsidiary of Plazacorp and KEYreit will cease to be traded on the Toronto Stock Exchange.

About KEYreit

KEYreit (TSX: KRE.UN) is Canada's premier small-box retail property owner with 227 properties in nine provinces across Canada. KEYreit's properties are well located and geographically diverse across Canada with the majority of all properties containing long-term quadruple net leases.

To find out more about KEYreit (TSX: KRE.UN), visit our website at www.keyreit.com.

Forward-Looking Statements

This press release contains certain information or statements that may constitute forward-looking information within the meaning of securities laws, which reflect the current view of KEYreit with respect to KEYreit's objectives, plans, goals, strategies, future growth, results of financial and operating performance and business prospects and opportunities. In some cases, forward-looking information can be identified by the use of terms such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "forecast", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts. Forward-looking information should not be read as guarantees of future events, performance or results, and will not necessarily be accurate indications of whether, or the times at which, such events, performance or results will be achieved. All of the statements and information in this press release containing forward-looking information are qualified by these cautionary statements.

Forward-looking statements are based on information available at the time they are made, underlying estimates and assumptions made by management and management's good faith belief with respect to future events, performance and results, and are subject to inherent risks and uncertainties surrounding future expectations generally which could cause actual results to differ materially from what is currently expected. Such risks and uncertainties include, but are not limited to, reliance on key tenants, risks associated with investment in real property, competition, reliance on key personnel, financing and refinancing risks, distributions, environmental matters, tenant risks, risks related to current economic conditions and other risk factors more particularly described in KEYreit's most recent Annual Information Form available on SEDAR at www.sedar.com. Additional risks and uncertainties not presently known to KEYreit or that KEYreit currently believes to be less significant may also adversely affect KEYreit.

KEYreit cautions readers that the list of factors is not exhaustive and that should certain risks or uncertainties materialize, or should underlying estimates or assumptions prove incorrect, actual events, performance and results may vary significantly from those expected. There can be no assurance that the actual results, performance, events or activities anticipated by KEYreit will be realized or, even if substantially realized, that they will have the expected consequences to, or effect on, KEYreit. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date.

KEYreit disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.


SOURCE: KEYreit

For further information:

Investor relations, please contact: 
Teresa Neto
416-361-9953
teresa.neto@keyreit.com

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