GAZIT AMERICA ANNOUNCES FILING DATE OF PROSPECTUS RELATING TO DIVIDEND-IN-KIND
Toronto, Ontario (July 17, 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 its board of directors has set July 28, 2009 as the record date for the special dividend-in-kind of the Company’s interest in Gazit America Inc. (formerly known as First Capital America Holding Corp.). Gazit America is the Canadian holding 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$98.0 million) and certain other liabilities, including inter-company debt owing to First Capital Realty in the amount of approximately US$36 million. Following completion of this special dividend, First Capital Realty will cease to have 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 will receive one common share of Gazit America for each ten First Capital Realty common shares held. Shareholders will receive cash in lieu of fractional shares. The payment date for the dividend-in-kind is on or about August 14, 2009.
“We are pleased to announce this dividend-in-kind as we expect it to make First Capital Realty a more attractive investment for those who wish to invest in our Canadian business and otherwise wish to invest in Equity One directly”, said Dori J. Segal, President & C.E.O. of First Capital Realty.
First Capital Realty and Gazit America also announced today that Gazit America expects to file a final prospectus in each of the provinces of Canada relating to the dividend-in-kind on or before July 20, 2009. The Toronto Stock Exchange has conditionally approved the listing of the Gazit America common shares on the TSX under the symbol “GAA”, subject to customary listing conditions. Copies of the prospectus will be available on SEDAR under Gazit America Inc.’s profile at www.sedar.com and on First Capital Realty’s web site at www.firstcapitalrealty.ca. Copies of the prospectus will also be mailed to shareholders.
Prior to the closing of this initial public offering, Gazit America will acquire, for its 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. Although the number of shares to be issued to Gazit Canada cannot yet be determined, it is estimated that, following completion of the ProMed acquisition and dividend-in-kin
First Capital Realty will advise shareholders following the payment date of its calculation of the fair market value of the shares to be distributed. That fair market value will be based on the then current value of the Equity One shares owned, indirectly, by Gazit America (determined based on an appropriate volume-weighted average trading price of the Equity One shares on the New York Stock Exchange), less debt outstanding and the estimated value of the underlying deferred tax liability in Gazit America, adjusted (up or down) by the book value of Gazit America’s net working capital. Had the dividend-inkind been completed today, utilizing the valuation methodology described above, management believes that such shares would have had a fair market value of between $0.35 and $0.40 per First Capital Realty common share outstanding today As a result of changes in the markets, this calculation will fluctuate. This value methodology will also be used to determine the number of common shares to be issued to Gazit Canada to satisfy the purchase price for ProMed.
The prospectus will contain important information relating to the transactions described in this news release. First Capital Realty’s shareholders are urged to read the prospectus. As described in further detail in the prospectus, no shares will be issued to shareholders who are (or are deemed to be) non-residents of Canada. Rather, such shares will be delivered to a trustee for sale in the open market following the dividend-in-kind 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 will be provided will 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 will also be available on First Capital Realty’s website at www.firstcapitalrealty.ca
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. In addition, the Company currently indirectly owns 14.1 million shares of Equity One (approximately 16.3%), one of the largest shopping centre REITS in the southern U.S., that trades on the New York Stock Exchange under the ticker symbol EQY. Including its investment in Equity One, the Company has interests in 364 properties totalling approximately 40.9 million square feet of gross leasable area.
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Forward Looking Statements
This press release contains forward-looking statements and information within the meaning of applicable securities legislation. 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. All forward-looking statements in this press release are qualified by these cautionary 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 realized. 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 security laws. These forward-looking statements are made as of July 17, 2009.
For further information:
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