NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
Toronto, Ontario (August 3, 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 2,500,000 units (the “Units”) of First Capital Realty at a price of $18.75 per Unit for gross proceeds of $46,875,000. Each Unit consists of one common share of First Capital Realty (each, a “Common Share”) and one 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, subject to adjustment. The Toronto Stock Exchange has conditionally approved the listing of the Warrants (under the symbol “FCR.WT.B”), subject to First Capital Realty fulfilling all of the listing requirements of the TSX.
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. and Macquarie Capital Markets Canada Ltd.
The net proceeds from this offering will be used by First Capital Realty for development and redevelopment activities, acquisitions and for general corporate purposes.
The offering was undertaken so as to maintain the ownership interest in the Company by Gazit Canada Inc., a wholly owned subsidiary of Gazit-Globe Ltd. (“Gazit-Globe”), a publicly traded company listed on the Tel-Aviv Stock Exchange and the New York Stock Exchange, below 50% at the time of the closing of the Company’s previously announced acquisition of the medical office and retail properties of Gazit America Inc. (“Gazit America”) for Common Shares pursuant to a plan of arrangement transaction (the “Arrangement”) involving First Capital Realty, Gazit-Globe and Gazit America. In connection with the Arrangement, Gazit-Globe is expected to indirectly receive approximately 4.0 million Common Shares. The Arrangement has been approved by the shareholders of Gazit America and remains subject to court approval and regulatory approval.
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 166 properties, including eight under greenfield development, totalling approximately 23.5 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 Management’s Discussion and Analysis for the twelve month period ended December 31, 2011 and for the three-month period ended March 31, 2012 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.
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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