KEYreit announces BCSC Declines Jurisdiction On Huntingdon Application - KEYreit believes Huntingdon Application was Highly Inappropriate

Unitholders Urged to Vote for Rights Plan

TORONTO, Feb. 28, 2013 /CNW/ - KEYreit (TSX: KRE.UN) today announced that the British Columbia Securities Commission ("BCSC") will not take jurisdiction to hold a hearing on an application by Huntingdon Capital Corporation ("Huntingdon") against KEYreit's Unitholder Rights Plan. KEYreit believes that Huntingdon's application was highly inappropriate and commends the BCSC's decision. Staff of the BCSC supported KEYreit's submissions.

KEYreit added that it is urging unitholders to vote for the board-approved Unitholder Rights Plan at a special meeting planned for March 26, 2013.

Huntingdon's application was a complete waste of time and money

"Huntingdon's application to the BCSC was a complete waste of time and money and reflected Huntingdon's total disregard for KEYreit's unitholders," said John Bitove, KEYreit's Chief Executive Officer. "It was unprofessional and inappropriate for Huntingdon to have forced KEYreit to spend tens of thousands of dollars to defend against this ridiculous jurisdictional case."

Prior to the hearing, KEYreit submitted that the Ontario Securities Commission ("OSC"), rather than the BCSC, is the principal regulator for KEYreit and that according to long-held Canadian practice, Ontario was the correct jurisdiction for applications related to the Unitholder Rights Plan. In its submissions KEYreit further noted, among other things, that its head office is in Toronto, its units trade on the Toronto Stock Exchange, all of the members of the board of trustees live in Ontario and KEYreit's business is largely outside of British Columbia.

Huntingdon still forced a three-person BCSC panel to endure approximately 90 minutes of jurisdiction arguments in Vancouver, after which the panel swiftly and unanimously concluded against Huntingdon and in favour of KEYreit. The panel confirmed past practice that the hearing belonged in the jurisdiction of the principal regulator of KEYreit, that Huntingdon had advanced no good reasons to change the practice, and that it would not be in the public interest for the BCSC to exercise its jurisdiction in the matter.

KEYreit urges unitholders to approve the Rights Plan

KEYreit's board of trustees urges unitholders to vote to approve the Unitholder Rights Plan, which was adopted by the board on February 8, 2013 and amended and restated on February 25, 2013, as an emergency response to Huntingdon's coercive and undervalued hostile takeover bid. Unitholder approval of the Rights Plan can ensure that unitholders are treated fairly in any takeover bid.

An information circular and cover letter with regard to the unitholders' meeting and the Rights Plan vote is being mailed to Unitholders. These documents are available on KEYreit's website www.keyreittruevalue.com and at www.sedar.com. Unitholders should carefully review the Rights Plan circular and cover letter and then VOTE FOR the Rights Plan.

If you have tendered your units, you should withdraw them immediately

Unitholders who have tendered units and who wish to obtain advice or assistance in withdrawing their units are urged to contact their broker or Kingsdale Shareholder Services Inc., the information agent retained by KEYreit, at 1-888-518-1562.

About KEYreit

KEYreit (TSX: KRE.UN) is Canada's premier small-box retail property owner with 226 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

SOURCE: KEYreit

KEYreit unitholders, please contact:
Kingsdale Shareholder Services Inc.
1-888-518-1562 toll-free in North America
1-416-867-2272 outside of North America (collect calls accepted)
[email protected]

Media, please contact: 
Longview Communications Inc.
Alan Bayless 604-694-6035, [email protected]
Olena Lobach 416-649-8009, [email protected]