NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
Toronto, Ontario (June 20, 2007) - First Capital Realty Inc. (“First Capital Realty”) (TSX:FCR) Canada’s leading owner, developer and operator of supermarket anchored neighbourhood and community shopping centres, located predominantly in growing metropolitan areas, announced today that its board of directors have approved an agreement to sell, subject to market and other conditions, up to $50 million aggregate principal amount of 5.50% convertible unsecured subordinated debentures maturing on September 30, 2017 (the “Debentures”).
Up to $25 million aggregate principal amount of Debentures will be offered to accredited investors on a private placement basis through a syndicate of investment dealers led by RBC Capital Markets. An additional $25 million or more aggregate principal amount of Debentures will be sold to Gazit-Globe Ltd. or any of its affiliates or associates or certain officers, directors and other insiders of First Capital Realty on a private placement basis on the same terms as sales to accredited investors.
The Debentures will have the same terms and conditions, and be considered to be a part of, the “Initial Debentures” as defined in the indenture dated December 19, 2005 between First Capital Realty and Computershare Trust Company of Canada, as supplemented (the “Indenture”). The Initial Debentures are listed on the TSX under the symbols FCR.DB.A and FCR.DB.B.
The Debentures may be issued in two classes, the Class Cdn Debentures and the Class US Debentures. Each Debenture will be convertible into common shares at the option of the holder at a conversion price of $27 from issuance until December 31, 2011 and of $28 from January 1, 2012 until maturity except that the Class US Debentures may not be convertible if First Capital Realty publicly announces its intention to undertake a reorganization or other transaction.
The private placements described above are subject to market and other conditions and receipt of all required regulatory approvals and consents, including the approval of the TSX. Subject to those conditions, the private placements are expected to close by the end of June, 2007.
Subject to any required regulatory approval, it is the Company’s current intention to satisfy the interest payable and the principal on redemption or maturity of the Debentures in accordance with the terms of the Debentures, by issuing to holders of Debentures that number of common shares in the capital of the Company obtained by dividing the amount payable by 97% of the volume-weighted average trading price of the common shares on the TSX for the 20 consecutive trading days ending five trading days prior to the interest payment date or date of redemption or maturity.
The net proceeds from this offering will be used to pay down amounts owing on certain of First Capital Realty’s revolving credit facilities, to fund future acquisitions and development activities and for general corporate purposes.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and accordingly will not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, except in limited circumstances pursuant to an applicable exemption from the registration requirements of the 1933 Act.
ABOUT FIRST CAPITAL REALTY
First Capital Realty is Canada s leading owner, developer and operator of supermarket-anchored neighbourhood and community shopping centres, located predominantly in growing metropolitan areas. The Company currently owns interests in 163 properties, including seven under development, with approximately 19.1 million square feet of gross leasable area, and also has nine land sites in the planning stage for future retail development. In addition, the Company owns 13.9 million shares of Equity One (approximately 19%), 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 339 properties totalling approximately 37.0 million square feet of gross leasable area.
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For further information:
Dori J. Segal, President & C.E.O., or
Karen H. Weaver, 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