NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
Toronto, Ontario (January 23, 2015) – First Capital Realty Inc. (TSX:FCR) (the “Company”), Canada’s leading owner, developer and manager of well-located, high quality, urban retail- centered properties, announced today that it has entered into an agreement to sell 3,800,000 common shares (“Shares”) on a bought deal basis at a price of $19.80 per Share to a syndicate of underwriters co-led by TD Securities Inc. and CIBC for gross proceeds of $75 million (the “Offering”).
In addition, the Company has granted the syndicate 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 570,000 Shares at the Offering price which, if exercised in full, would increase the gross Offering size to $86.5 million.
The Offering is scheduled to close on or about February 3, 2015, and is subject to regulatory approval. The Offering is being made under the Company’s base shelf prospectus dated October 9, 2014. The terms of the Offering will be described in a prospectus supplement to be filed with Canadian securities regulators.
The net proceeds from the Offering will be used to fund the Company’s share (approx. 53%) of three property acquisitions (two on King Street West and one in Midtown, Toronto) totaling approximately $37 million (at the Company's share) made in its M+M Urban Realty partnership. The balance of the proceeds will be used to continue to fund the Company’s upcoming development expenditures.
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 manager of well located, high quality urban retail-centered properties where people live and shop for everyday life. The Company currently owns interests in 158 properties, including one ground-up development project underway, totaling approximately 24.3 million square feet of gross leasable area.
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”, “projected” 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.
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 year ended December 31, 2013 and 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.
For further information:
Dori J. Segal, President & CEO, or
Kay Brekken, Executive Vice President & CFO First Capital Realty Inc.
85 Hanna Avenue, Suite 400
Toronto, Ontario, Canada M6K 3S3
Tel: (416) 504-4114