Provides Update on Quarterly Financing and Investing Activities
Toronto, Ontario (September 24, 2012) – First Capital Realty Inc. (“First Capital Realty” or the “Company”) (TSX: FCR), Canada’s leading owner, developer and operator of supermarket and drugstore anchored neighbourhood and community shopping centres, located predominantly in growing urban markets, announced today an update regarding the September 30, 2012 redemption of its 6.25% convertible unsecured subordinated debentures due December 31, 2016 (TSX: FCR.DB.C) (the “6.25% Debentures”).
As previously announced, the 6.25% Debentures will be redeemed at par, plus accrued but unpaid interest from March 31, 2012 to but excluding the September 30, 2012 redemption date. The full redemption price and interest owing will be satisfied on October 1, 2012 (as September 30 is not a business day) by the issuance of common shares. The volume-weighted-average trading price (or VWAP) of the Company’s common shares for the 20 trading days ended September 24, 2012 is $19.037. The number of common shares to be issued will be calculated by dividing the dollar amount of principal redeemed and interest payable by an amount equal to 97% of this volume-weighted-average trading price.
Alternatively, holders of 6.25% Debentures remain entitled to convert the principal amount outstanding of their 6.25% Debentures at a conversion price of $14.313 per common share until 5:00 p.m. (Toronto time) on September 28, 2012 (the “Conversion Deadline”). Therefore, holders who take action and exercise their conversion privilege before the Conversion Deadline will receive approximately 29% more common shares of the Company (assuming no fractional shares) in respect of the outstanding principal amount of their 6.25% Debentures than holders who take no action and, as a result, permit their 6.25% Debentures to be automatically redeemed in accordance with their terms.
If you hold your 6.25% Debentures through a broker, you should contact your broker immediately as First Capital Realty understands the process for exercising your conversion privilege is subject to the rules and procedures of your broker and, in turn, CDS Clearing and Depository Services Inc. You should be aware that the process, applicable timing and deadlines may vary from broker to broker.
As of the date hereof, the principal amount of 6.25% Debentures outstanding is approximately $28.2 million.
Consistent with First Capital Realty’s practice in respect of all its outstanding convertible debentures, it remains the Company’s current intention to continue to satisfy its obligations to pay principal and interest on its convertible unsecured subordinated debentures through the issuance of common shares.
Update on Financing and Investing Activities in the Quarter
First Capital Realty also provided an update on financing and investing activities during the quarter. Total equity raised in the quarter amounts to approximately $467 million. This equity issued includes the common shares and warrants issued pursuant to the unit offerings completed in August and September, the common shares issued as consideration for the acquisition of the medical office and retail properties of Gazit America Inc., the common shares to be issued in respect of the interest on all series of the Company’s convertible debentures, and the estimated number of common shares to be issued assuming conversion of the Company’s 6.25% convertible debentures.
Since June 30, 2012, the Company has invested approximately $307 million in investment properties and $70 million in development and redevelopment activities, completed the disposition of three properties for gross proceeds of approximately $93 million and assumed $113 million of mortgage financing comprising a total net investment of $171 million. Proforma these activities, the Company’s debt to total assets ratio is approximately 41.6% and its debt to market capitalization ratio is approximately 40.1% as compared to 44.3% and 43.9%, respectively, at June 30, 2012 as reported in the Company’s Second Quarter Report.
"This quarter we took significant and decisive steps to strengthen our financial position, which is in line with our stated objective to become a better credit rated Company," said Karen H. Weaver, Executive Vice President and Chief Financial Officer. “Our ongoing investments in development and redevelopment activities, along with our capital recycling program, continue to reinforce our position as being one of the best shopping centre franchises in North America.”
ABOUT FIRST CAPITAL REALTY (TSX: FCR)
First Capital Realty is Canada's leading owner, developer and operator of supermarket and drugstore anchored neighbourhood and community shopping centres, located predominantly in growing urban markets. First Capital Realty currently owns interests in 172 properties, including six under ground-up development, totalling approximately 24.1 million square feet of gross leasable area and four sites in the planning stage for future retail development.
This press release contains forward-looking statements and information within the meaning of applicable securities law. Forward-looking statements can be identified by the expressions "expects", "believes", "estimates", "will" and similar expressions. Statements pertaining to the effect of financing and investing activities on First Capital Realty’s financial position and ratios also constitute forward-looking statements. The forward-looking statements are not historical facts but reflect First Capital Realty's current expectations regarding future results or events and are based on information currently available to Management. Certain material factors and assumptions were applied in providing these forward-looking statements.
Management believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, Management can give no assurance that the actual results or developments will be consistent with these forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Risks and Uncertainties" in First Capital Realty's 2011 Annual Report and "Risk Factors" in its current Annual Information Form. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. First Capital Realty undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances except as required by applicable securities law.
All forward-looking statements in this press release are made as of the date hereof and are qualified by these cautionary statements.
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For further information:
Dori J. Segal, President & CEO, or
Karen H. Weaver, Executive Vice President & CFO First Capital Realty Inc.
85 Hanna Avenue, Suite 400 Toronto, Ontario, Canada M6K 3S3
Tel: (416) 504-4114