NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
Toronto, Ontario (September 19, 2012) – First Capital Realty Inc. (“First Capital Realty”) (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 that it has closed its previously announced offering of 12.5 million units (the “Units”) of First Capital Realty at a price of $19.22 per Unit for gross proceeds of $240.3 million. Each Unit consists of one common share of First Capital Realty (each, a “Common Share”) and one-fourth (1/4) of one whole common share purchase warrant (each, a “Warrant”). The Common Shares and the Warrants separated immediately upon closing of the offering. Each whole Warrant entitles the holder to acquire at any time up to 5:00 p.m. (Toronto time) on August 2, 2013, one Common Share of First Capital Realty at an exercise price of $19.75 per share.
The whole Warrants have the same terms as First Capital Realty’s existing warrants (TSX: FCR.WT.B) and will be listed on the TSX under the same symbol.
The offering was underwritten by a syndicate of underwriters led by TD Securities Inc. and including RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Scotia Capital Inc., National Bank Financial Inc., Canaccord Genuity Corp., Macquarie Capital Markets Canada Ltd. and Raymond James Ltd.
The underwriters have been granted an over-allotment option, exercisable in whole or in part at any time up to October 11, 2012, to purchase up to an additional 15% of the Units issued in the offering which, if exercised in full, would increase the gross proceeds to $276.3 million. If exercised, the over-allotment option may be exercised for any combination of up to 1,875,000 additional Units, or up to 1,875,000 additional Common Shares and/or 468,750 additional whole Warrants.
The net proceeds from the offering will be used by First Capital Realty to fund its operations and repay debt.
The offering was undertaken in line with First Capital Realty’s stated key strategic business objective to become a higher credit rated company. Furthermore, First Capital Realty expects that the offering will materially strengthen its financial position and materially increase its public float, which it expects should increase the liquidity of the Common Shares.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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.
Forward Looking Statements
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 the offering on First Capital Realty’s financial position and the public float and liquidity of the common shares of First Capital Realty 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 forwardlooking 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 regarding First Capital Realty:
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
www. firstcapitalrealtv. ca