GAZIT AMERICA ANNOUNCES COMPLETION OF ITS INITIAL PUBLIC OFFERING
AND ACQUISITION OF PROMED CANADA AND FILING OF FINANCIAL STATEMENTS
Toronto, Ontario (August 14, 2009) - 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 metropolitan areas, announced today that it had completed its previously announced special dividend-in- kind of the Company s interest in Gazit America Inc. (formerly known as First Capital America Holding Corp.) ( Gazit America ). Gazit America is a Canadian company that, indirectly, owns the Company s shares in Equity One (approximately 14.1 million shares), the debt secured by the Equity One shares (approximately US$100 million) and certain other liabilities, including subordinated debt owing to First Capital Realty in the amount of approximately US$36 million. As a result of this special dividend, First Capital Realty no longer has any interest in Gazit America, or the shares in Equity One owned by it.
Each holder of First Capital Realty common shares on the record date (July 28, 2009) received one common share of Gazit America for each ten First Capital Realty common shares held. A total of approximately 9.212 million Gazit America shares were distributed as the dividend-in-kind. Shareholders will receive cash in lieu of fractional shares.
The Toronto Stock Exchange has approved the listing of the Gazit America common shares on the TSX under the symbol GAA , subject to customary listing conditions.
Prior to the closing of this initial public offering, Gazit America acquired, for approximately 3.6 million Gazit America common shares and $1,000 in cash, all of the issued and outstanding shares of ProMed Properties (CA) Inc. ( ProMed ) from Gazit Canada Inc., First Capital Realty s controlling shareholder, for $17.2 million, subject to adjustment for outstanding indebtedness (approximately $1 million) and other closing adjustments. The assets of ProMed consist principally of two properties, consisting of four medical office buildings located in Cambridge, Ontario and one medical office building located in London, Ontario. Following completion of the special dividend-in-kind and the acquisition of ProMed, Gazit America now has approximately 12.8 million common shares issued and outstanding, of which Gazit Canada owns 65.5%.
Gazit America today also announced that it has filed its interim unaudited financial statements for the six month period ended June 30, 2009 with the securities regulatory authorities of each of the provinces of Canada. Copies of these financial statements are available on SEDAR at www.sedar.com.
First Capital Realty has calculated the fair market value of the Gazit America shares distributed to be $41.5 million (or approximately $0.45 per First Capital Realty common share outstanding on July 28, 2009). That fair market value is based on the value of the Equity One shares owned, indirectly, by Gazit America, less debt outstanding and the estimated value of the underlying deferred tax liability in Gazit America, adjusted by Gazit America s net working capital. This value methodology was also used to determine the number of common shares issued to Gazit Canada to satisfy the purchase price for ProMed. The value of the Equity One shares used by the Company to determine the value of the Gazit America shares is US$14.02 per share, which was determined with reference to the 30, 60, 90 and 120 day volume weighted average trading prices of Equity One on the New York Stock Exchange for the period ending August 11, 2009. The average of these volume weighted prices is US$14.02 per share and represents a 9.4% discount from the August 13, 2009 closing price.
The above calculation of fair market value also applies to the adjustment to the conversion price of its outstanding 5.5% convertible debentures (TSX:FCR.DB.A and FCR.DB.B). Notice to holders of such debentures will be provided by First Capital Realty, which notice will confirm that the conversion price on such debentures in effect to December 31, 2011 is adjusted from $27.00 to $26.28 (resulting in approximately 38 First Capital Realty common shares issuable per $1,000 principal amount of debentures) and the conversion price in effect from January 1, 2012 to the maturity date of the debentures is adjusted from $28.00 to $27.25 (resulting in approximately 36 First Capital Realty common shares issuable per $1,000 principal amount of debentures).
Gazit America s prospectus dated July 20, 2009 (which is available on SEDAR at www.sedar.com) contains important information relating to the transactions described in this news release. First Capital Realty s and Gazit America s shareholders are urged to read the prospectus. As described further in the prospectus, no shares have been or will be issued to shareholders who are (or are deemed to be) nonresidents of Canada. Rather, such shares have been or will be delivered to a trustee for sale in the open market after September 18, 2009 and the net proceeds will be delivered to non-resident shareholders, net of any withholding taxes. Shareholders who fail to provide a declaration of Canadian residency on or before September 18, 2009 in the form that has been provided may be deemed to be a non- resident for these purposes. Canadian shareholders who hold their shares in First Capital Realty through a brokerage or other account are therefore urged to contact their brokers to avoid being deemed a non-resident. The form of residency declaration is available on First Capital R
This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. The shares to be distributed have not been approved or disapproved by any Canadian or U.S. regulatory authority nor has any such authority passed upon the accuracy or adequacy of the preliminary prospectus. The shares have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws. The shares may not be offered or sold in the United States of America or to, or for the benefit of, a U.S. person.
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 metropolitan areas. The Company currently owns interests in 175 properties, including four under development, totalling approximately 20.4 million square feet of gross leasable area and 7 land sites in the planning stage for future retail development.
ABOUT GAZIT AMERICA (TSX:GAA)
Gazit America is focused on entrepreneurial real estate opportunities including the acquisition and development of income-producing properties, investments in public and private real estate entities, investments in joint ventures and other structured acquisitions and investments in commercial and residential mortgage-backed securities. Gazit America currently owns approximately 16% of Equity One, Inc. (NYSE:EQY), a US real estate investment trust, and two properties comprised of five medical office buildings totalling approximately 115,000 square feet of rentable space located in Cambridge and London, Ontario.
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For further information regarding First Capital Realty:
Dori J. Segal, President & C.E.O., or
Karen H. Weaver, Executive Vice President & C.F.O.
First Capital Realty Inc.
85 Hanna Ave., Suite 400
Toronto, Ontario, Canada M6K 3S3
Tel: (416) 504-4114
Fax: (416) 941-1655
For further information regarding Gazit America:
Roni Soffer, Vice-Chair & interim C.E.O., or
David Dinniwell, C.F.O.
Gazit America Inc.
109 Atlantic Avenue, Suite 303
Toronto, Ontario, Canada M6K 1X4
Tel: (416) 447-6400
Fax: (416) 447-6488