Toronto, Ontario (August 16, 2012) – First Capital Realty Inc. (TSX:FCR) (the “Company”), 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 its Board of Directors has approved, subject to regulatory approval and subject to the terms of the trust indenture, the redemption of the remaining principal amount of its 6.25% convertible unsecured subordinated debentures due December 31, 2016 (FCR.DB.C) (the “6.25% Debentures”). Pursuant to the terms of the trust indenture, the Company may, at its option, elect to redeem the 6.25% Debentures in whole or in part on and after September 30, 2012 but prior to September 30, 2014, at a price of $1,000 for each $1,000 principal amount of 6.25% Debentures so redeemed, plus accrued but unpaid interest from and including the last interest payment date to but excluding the redemption date provided the volume-weighted average trading price of its common shares on the Toronto Stock Exchange for the 20 consecutive trading days ending five trading days prior to the date on which notice of redemption is given is not less than 125% of the conversion price for the 6.25% Debentures (in this case, $17.90 based on a conversion price of $14.313). That requirement has been satisfied and the formal notice of redemption will be sent today.
As of the date hereof, the principal amount of 6.25% Debentures outstanding is approximately $66,599,000. Provided the above conditions are satisfied, the redemption date will be September 30, 2012 (with payment occurring on October 1, 2012 as September 30, 2012 is not a business day).
The 6.25% Debentures will be redeemed at par, plus accrued but unpaid interest from March 31, 2012 to but excluding the redemption date. The full redemption price and interest owing will be satisfied by the issuance of common shares. The number of common shares to be issued will be calculated by dividing the dollar amount of principal and interest payable by an amount equal to 97% of the volume-weighted average trading price of the Company’s common shares on the Toronto Stock Exchange calculated for the 20 consecutive trading days ending on the fifth trading day preceding the redemption date.
Holders of 6.25% Debentures remain entitled to convert their 6.25% Debentures at the current conversion price of $14.313 (being a ratio of approximately 69.867 common shares per $1,000 principal amount of 6.25% Debentures) until 5 p.m. (Toronto time) on the first business day preceding the redemption date.
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.
It is still the Company’s current intention to continue to satisfy its obligations to pay principal and interest on its convertible unsecured subordinated debentures by the issuance of common shares.
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. The Company currently owns interests in 170 properties, including eight 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.
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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 the Company’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 Management’s Discussion and Analysis for the twelve month period ended December 31, 2011 and the matters discussed 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.
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