/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE
Completes Redemption of 5.50% Convertible Debentures
TORONTO, Feb. 16, 2012 /CNW/ - 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 closed its previously announced bought deal public
offering of $75 million aggregate principal amount of 4.95% convertible
unsecured subordinated debentures due March 31, 2017 (the "4.95%
Debentures"). The closing included $5 million aggregate principal
amount of 4.95% Debentures issued as a result of the exercise in full
of the underwriters' option.
The $75 million aggregate principal amount of 4.95% Debentures issued
today bear interest at the rate of 4.95% per annum payable
semi-annually on March 31 and September 30 (commencing September 30,
2012), and are convertible at the option of the holder into common
shares of First Capital Realty at a conversion price of $23.75 per
common share (being a rate of approximately 42.1053 common shares per
$1,000 principal amount of 4.95% Debentures). The bought deal public
offering was underwritten by a syndicate co-led by Scotia Capital Inc.
and TD Securities Inc., and included CIBC World Markets Inc., RBC
Dominion Securities Inc., BMO Nesbitt Burns Inc., National Bank
Financial Inc., Canaccord Genuity Corp. and Macquarie Capital Markets
Consistent with First Capital Realty's practice in respect of all of its
outstanding convertible debentures, and subject to any required
regulatory approvals, it is First Capital Realty's current intention to
satisfy the interest payable, and the principal on redemption or at
maturity, by issuing to holders of 4.95% Debentures that number of
First Capital Realty common shares obtained by dividing the amount
payable by 97% of the volume-weighted average trading price of the
common shares on the Toronto Stock Exchange ("TSX") for the 20
consecutive trading days ending five trading days prior to the interest
payment date or date of redemption or maturity.
The 4.95% Debentures, which are conditionally approved for listing on
the TSX under the symbol FCR.DB.H, were issued pursuant to First
Capital Realty's trust indenture dated December 19, 2005, as
supplemented, and rank pari passu with all of First Capital Realty's other outstanding convertible
unsecured subordinated debentures.
First Capital Realty will use the net proceeds from the offering for
development and redevelopment activities, acquisitions and for general
The securities offered have not been, and will not be, registered under
the United States Securities Act of 1933, as amended, or any state
securities laws, and, subject to certain exceptions, may not be
offered, sold or delivered, directly or indirectly, in the U.S. or to
or for the account or benefit of U.S. persons. 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.
First Capital Realty also confirmed that it completed on February 15,
2012 the redemption of its remaining 5.50% convertible unsecured
subordinated debentures due September 30, 2017 (FCR.DB.A and FCR.DB.B)
(the "5.50% Debentures"). Since February 8, 2012, when approximately
$19.3 million principal amount of 5.50% Debentures was outstanding,
First Capital Realty issued a total of approximately 1.1 million common
shares in respect of the final redemption and prior conversions of
5.50% Debentures. As of the date hereof, First Capital Realty has
179,550,800 common shares outstanding.
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 metropolitan areas.
The Company currently owns interests in 167 properties, including ten
under development, totalling approximately 23.2 million square feet of
gross leasable area and three sites in the planning stage for future
* * * *
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 "intends", "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
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 twelve-month period ended December 31, 2010 and for
the three and nine-month periods ended September 30, 2011 and under
"Risk Factors" in the Company's 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.
SOURCE First Capital Realty Inc.
For further information:
Dori J. Segal, President & CEO, or
Karen H. Weaver, EVP and CFO
First Capital Realty Inc.
85 Hanna Avenue, Suite 400
Toronto, Ontario, Canada M6K 3S3
Tel: (416) 504-4114