NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
Toronto, Ontario (May 16, 2016) - First Capital Realty Inc. (TSX: FCR), one of Canada’s largest owners, developers and managers of grocery anchored, retail-focused urban properties, announced today that it has entered into an agreement to sell 4,740,000 common shares (“Shares”) on a bought deal basis at a price of $21.10 per Share to a syndicate of underwriters co-led by TD Securities Inc. and RBC Capital Markets for gross proceeds of $100 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 711,000 Shares at the Offering price which, if exercised in full, would increase the gross Offering size to $115 million.
The Offering is scheduled to close on or about May 26, 2016, 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 (i) fund the purchase of a recently completed acquisition, (ii) satisfy the Company’s share of the purchase of anticipated near-term acquisitions, and (iii) continue to fund the Company’s upcoming development expenditures and for general corporate purposes. These acquisitions total approximately $148 million plus closing costs at the Company’s share and are described in more detail below.
- Griffintown, Montreal – The Company completed the acquisition of 108,000 square feet of new urban retail space in the heart of Griffintown, in downtown Montreal, for a purchase price of approximately
$56 million plus closing costs. Tenants of the property include Adonis (Metro), Brunet, SAQ, Winners, Scotiabank, National Bank and TD Bank, among others. The acquisition increases the Company’s footprint in this high growth urban neighbourhood to a total of 260,000 square feet of recently developed high quality space.
- Cliffcrest Plaza, Toronto – The Company has entered into a binding agreement to purchase Cliffcrest Plaza, a 72,000 square foot shopping centre located on approximately 6.9 acres of land in the south-east part of Toronto, for a purchase price of approximately $31 million plus closing costs. Tenants of the property include Shoppers Drug Mart, Dollarama, CIBC and Scotiabank. The property has both short and medium- long term value enhancing opportunities. The short term opportunity primarily relates to 17,500 square feet of additional density that can be added based on the zoning in-place with a new LCBO pad expected to account for approximately 8,000 square feet of this density. The medium-long term value enhancing opportunity relates to intensifying the site with significant additional retail and residential density. The acquisition of Cliffcrest Plaza is scheduled to close in the second quarter of 2016 and is subject to customary closing conditions.
- GTA Properties under Contract – In addition, the Company has entered into conditional agreements to purchase three properties in the Greater Toronto Area, including two within Toronto proper, for a total purchase price of approximately $61 million plus closing costs at the Company’s share. These properties are consistent with First Capital Realty’s acquisition strategy and comprise two income producing properties with future redevelopment potential in the Company’s existing trade areas as well as one development property in a new trade area within the City of Toronto. In each case, the Company expects to purchase a 50% managing interest, with a partner acquiring the remaining 50% non-managing interest. These acquisitions remain subject to various conditions and there can be no assurance that they will be completed.
“These acquisitions are consistent with our strategy of focusing on retail real estate in Canada’s major urban markets in properties where we can apply the proven capabilities of our platform and where value creation opportunities exist,” said Adam Paul, President and CEO. “Furthermore, the income producing properties being acquired will be immediately accretive to Operating Funds From Operations (OFFO).1 Accordingly, our expectation of low to mid single digit growth in OFFO per Share for the full 2016 year remains intact,” Mr. Paul concluded.
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 one of Canada’s largest owners, developers and managers of grocery anchored, retail-focused urban properties where people live and shop for everyday life. The Company currently owns interests in 160 properties, totaling approximately 24.8 million square feet of gross leasable area.
Forward-looking Statement Advisory
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” 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
1 Operating Funds From Operations (OFFO) is a measure of operating performance not defined by IFRS. Refer to the “Results of Operations – Net Operating Income and Non-IFRS Supplemental Financial Measures” sections of the Company’s MD&A for the three month period ended March 31, 2016.
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, 2015 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.
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For further information:
President & CEO
Executive Vice President & CFO
TSX : FCR