NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
Toronto, Ontario (February 7, 2013) - 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 urban markets, announced today that it has entered into an agreement to sell to a syndicate of underwriters, led by Scotiabank and TD Securities Inc., on a bought deal basis $50 million aggregate principal amount of 4.45% convertible unsecured subordinated debentures due February 28, 2020 (the “Debentures”). The Debentures will bear interest at a rate of 4.45% per annum payable semi-annually on March 31 and September 30 (commencing September 30, 2013), and will be convertible at the option of the holder into common shares of the Company at a conversion price of $26.75 per common share (being a conversion rate of approximately 37.3832 common shares per $1,000 principal amount of Debentures) until February 28, 2018 and thereafter at a conversion price of $27.75 per common share (being a conversion rate of approximately 36.0360 common shares per $1,000 principal amount of Debentures) until maturity. Subject to customary closing conditions, the offering will close on February 19, 2013.
First Capital Realty has also granted the underwriters an option, exercisable in whole or in part at any one time up to 48 hours prior to the closing of the offering, to purchase up to an additional $7.5 million aggregate principal amount of Debentures on the same terms.
The Company will, on or about Monday February 11, 2013, file with the securities commissions and other similar regulatory authorities in each of the provinces of Canada, a prospectus supplement under its May 25, 2011 short form base shelf prospectus relating to the issuance of the Debentures. The Debentures will be issued pursuant to the Company’s trust indenture dated December 19, 2005, as supplemented, and will rank pari passu with all of the Company’s other outstanding convertible unsecured subordinated debentures.
The net proceeds from the offering will be used by First Capital Realty for development and redevelopment activities, acquisitions and for general corporate purposes.
Consistent with First Capital Realty’s existing practice in respect of all of its outstanding convertible debentures and subject to any required regulatory approvals, it is the Company’s current intention to satisfy the interest payable, and the principal on redemption or at maturity, by issuing to holders of Debentures that number of common shares 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.
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 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 urban markets. The Company currently owns interests in 175 properties, including five under ground-up development, totaling approximately 25.0 million square feet of gross leasable area and four sites in the planning stage for future retail development.
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”, “anticipates” 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 the Company’s Management’s Discussion and Analysis in its 2011 Annual Report 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:
Dori J. Segal, President & CEO, or
Karen H. Weaver, Executive Vice President & CFO
First Capital Realty Inc.
85 Hanna Avenue, Suite 400
Toronto, Ontario, Canada M6K 3S3
Tel: (416) 504-4114