Press Releases

FIRST CAPITAL REALTY ANNOUNCES NORMAL COURSE ISSUER BID FOR CONVERTIBLE DEBENTURES

August 23, 2012

NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES

Toronto, Ontario (August 23, 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 intends to make a normal course issuer bid (“NCIB”) for the following series of its convertible unsecured subordinated debentures: (i) 5.70% convertible unsecured subordinated debentures due June 30, 2017 (the “5.70% Debentures”) (TSX:FCR.DB.D), (ii) 5.40% convertible unsecured subordinated debentures due January 31, 2019 (the “5.40% Debentures”) (TSX:FCR.DB.E), (iii) 5.25% convertible unsecured subordinated debentures due January 31, 2019 (the “5.25% Jan 2019 Debentures”) (TSX:FCR.DB.F), (iv) 5.25% convertible unsecured subordinated debentures due March 31, 2018 (the “5.25% Mar 2018 Debentures”) (TSX:FCR.DB.G), (v) 4.95% convertible unsecured subordinated debentures due March 31, 2017 (the “4.95% Debentures”) (TSX:FCR.DB.H), and (vi) 4.75% convertible unsecured subordinated debentures due July 31, 2019 (the “4.75% Debentures”) (TSX:FCR.DB.I). All convertible debentures purchased under the NCIB will be cancelled.

First Capital Realty will enter into one or more pre-defined automatic securities purchase plans with its broker from time to time during the course of its NCIB to enable purchases of convertible debentures under the NCIB to be made at times when First Capital Realty would ordinarily not be permitted to, due to its self-imposed internal blackout periods, insider trading rules or otherwise. The series and classes of convertible debentures subject to an automatic plan may vary.

As of August 21, 2012, First Capital Realty had $48,448,000 principal amount of 5.70% Debentures outstanding, $57,500,000 principal amount of 5.40% Debentures outstanding, $57,500,000 principal amount of 5.25% Jan 2019 Debentures outstanding, $50,000,000 principal amount of 5.25% Mar 2018 Debentures outstanding, $75,000,000 principal amount of 4.95% Debentures outstanding and $52,500,000 principal amount of 4.75% Debentures outstanding.

Under the NCIB, First Capital Realty may purchase such convertible debentures, representing 10% of the public float thereof as of August 21, 2012, up to the following limits:

  Limit on Purchases (Principal Amount)
  Total Limit (1) Daily Limit(2)

5.70% Debentures

$4,844,000

$8,900

5.40% Debentures

$5,750,000

$26,100

5.25% Jan 2019 Debentures

$5,740,000

$21,000

5.25% Mar 2018 Debentures

$4,975,000

$12,300

4.95% Debentures

$7,500,000

$28,600

4.75% Debentures

$5,250,000

$47,400

Notes:

  • (1)  Represents 10% of the public float.

  • (2)  Represents the greater of $1,000 principal amount of the applicable convertible debentures and 25% of the average daily trading volume of such debentures for the six month period ended July 31, 2012, except in the case of the 4.95% Debentures (in which case it represents the average daily trading volume of such debentures for the period February 16, 2012 to July 31, 2012) and the 4.75% Debentures (in which case it represents the average daily trading volume of such debentures for the period May 22, 2012 to July 31, 2012). Permitted “block” purchases are exempt from the applicable daily limit.

First Capital Realty believes that its convertible debentures may trade in a range that may not fully reflect the value of the convertible debentures. As a result, First Capital Realty believes that the purchase of convertible debentures from time to time can be undertaken at prices that make the acquisition of such securities an appropriate use of the company’s available funds. In addition, purchases under the NCIB may increase the liquidity of the convertible debentures.

First Capital Realty intends to commence the NCIB on August 27, 2012. The NCIB will expire on August 26, 2013 or such earlier date as First Capital Realty completes its purchases pursuant to the NCIB. First Capital Realty has purchased $1,071,000 principal amount of 5.50% convertible unsecured subordinated debentures due September 30, 2017 and $1,551,700 principal amount of 5.70% Debentures in the past twelve months under its prior normal course issuer bid. All purchases made under the NCIB will be made through the facilities of the TSX or other Canadian marketplaces and in accordance with the rules of the TSX at market prices prevailing at the time of purchase. The actual amount of convertible debentures that may be purchased under the NCIB is subject to, and cannot exceed, limits referred to above and the timing of such purchases will be determined by First Capital Realty.

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 170 properties, including six under greenfield development, totalling approximately 24.0 million square feet of gross leasable area and three 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. 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 under "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

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