NOT FOR DISTRIBUTION IN THE UNITED STATES
OR OVER UNITED STATES WIRE SERVICES
Toronto, Ontario (July 15, 2009) – 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 metropolitan areas, announced today that it has entered into an agreement with a syndicate of underwriters, led by RBC Capital Markets, for the purchase by the underwriters, subject to regulatory approval, of 3,000,000 units (the “Units”) of First Capital Realty at a price of $17.10 per Unit for total gross proceeds of approximately $51.3 million. Each Unit consists of: (i) one common share of First Capital Realty (a “Common Share”), and (ii) two-thirds of a common share purchase warrant (each whole warrant, a “Warrant”). The Common Shares and the Warrants will be separable immediately upon closing of the Offering. Each whole Warrant will entitle the holder to acquire at any time up to October 29, 2010, one Common Share of First Capital Realty at an exercise price equal to $17.53. As part of the transaction, certain insiders of First Capital have agreed to purchase a minimum of 20% and a maximum of 30% of the Units being re-offered by the underwriters at the offering price, with the remaining Units being offered to the public.
First Capital Realty has also granted the underwriters an over-allotment option, exercisable in whole or in part at any time up to 30 days after closing, to purchase up to an additional 450,000 Units at the same offering price.
First Capital Realty will, by Tuesday July 21, 2009, file with the securities commissions and other similar regulatory authorities in each of the provinces of Canada, a preliminary short form prospectus relating to the issuance of the Units. The offering is expected to close on or about August 5, 2009. Purchasers of securities under the offering will not be entitled to receive the special dividend-in-kind of First Capital Realty’s interest in Gazit America Inc., as announced in First Capital Realty's press release dated June 22, 2009, and the exercise price for the Warrants will not be adjusted as a result of that special dividend.
The net proceeds from the offering will be used by First Capital Realty to pay down amounts owing on certain of First Capital Realty’s revolving credit facilities, to fund identified and future acquisitions, to fund development activities and for general corporate purposes.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction. The securities being offered have not been and will not be registered under the U.S. Securities Act of 1933 and state securities laws. Accordingly, the securities may not be offered or sold to U.S. persons except pursuant to applicable exemptions from registration requirements
About First Capital
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 20.3 million square feet of gross leasable area and 7 land sites in the planning stage for future retail development. In addition, pending closing of the special dividend-in-kind referenced above, the Company 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 investments in Equity One, the Company has interests in 364 properties totalling approximately 40.8 million square feet of gross leasable area.
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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 15, 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