/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
TORONTO, May 16 /CNW/ - Gazit America Inc. ("Gazit America" or the "Company") (TSX: GAA) announced today that it has completed its previously announced rights offering in which it offered all holders of its common shares as of 5:00 p.m. (Toronto time) April 12, 2011 (the "Record Date") rights (the "Rights") to subscribe for units (the "Units"), with each Unit consisting of one common share in the capital of Gazit America (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one Common Share at a price of $7.50 per Common Share at any time up to and including April 14, 2014 and, thereafter, each Warrant entitles the holder to purchase one Common Share at a price of $8.50 per Common Share, each subject to adjustment in certain events. The Warrants will expire at 5:00 p.m. (Toronto time) on November 30, 2016. The Company expects the Warrants to be listed on the Toronto Stock Exchange under the symbol "GAA.WT.A" once the conditions to that listing have been satisfied.
A total of 8,787,142 Units (out of a maximum of 7,768,878 Units available) were subscribed for by holders of Rights, representing an approximate 13% oversubscription, with 6,867,885 Units, representing more than 88% of the available Units, being subscribed for pursuant to the basic subscription privilege and the remaining being subscribed for pursuant to the additional subscription privilege. As a result, the stand-by commitment of Gazit Maple Inc. was not exercised. Investors should consult with their brokers or other intermediaries through which they exercised Rights to determine their allotment of Units under the additional subscription privilege. In all, a total of 7,768,878 Common Shares and 7,768,878 Warrants were issued pursuant to the offering of Rights for gross proceeds of approximately $48.9 million.
As no Rights were delivered to any registered or beneficial holder of Gazit America's Common Shares who had, or who appeared to the Company or Computershare Investor Services Inc. to have, an address not in Canada as of the Record Date, in lieu of Rights, such non-resident shareholders have received, or will shortly receive, their pro rata share of the cash proceeds (if any) from the sale of such Rights, less commissions, expenses and applicable withholding taxes. Further information regarding the offering of Rights can be found in the short form prospectus of the Company dated March 28, 2011 filed under the Company's profile on SEDAR at www.sedar.com.
In connection with its offering of Rights, the Company also announced today the adjustment to the terms of the Common Share purchase warrants (the "Existing Warrants") issued pursuant to a warrant indenture dated as of September 17, 2010 between the Company and Computershare Trust Company of Canada (the "Warrant Indenture"). Effective immediately after 4:00 p.m. (Toronto time) on May 11, 2011, the exercise price of the Existing Warrants was adjusted in accordance with the Warrant Indenture to equal $5.63 per Common Share for the period up to and including November 30, 2013 and $6.57 per Common Share thereafter until expiry of the Existing Warrants at 5:00 p.m. on November 30, 2015, unless the exercise price is further adjusted in accordance with the terms of the Warrant Indenture. Also effective immediately after 4:00 p.m. (Toronto time) on May 11, 2011, the number of Common Shares issuable upon the exercise of each Existing Warrant will be equal to 1.0656 Common Shares. In accordance with the Warrant Indenture, the number of Common Shares to be issued upon exercise of the Existing Warrants will be rounded down, as applicable.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority. This press release is not an offer of securities for sale in the United States. The securities being offered have not been and will not be registered under the United States Securities Act of 1933 and accordingly are not being offered for sale and may 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.
ABOUT GAZIT AMERICA (TSX: GAA)
Gazit America is focused on entrepreneurial real estate opportunities including the acquisition and development of income-producing properties, investments in public and private real estate entities, investments in joint ventures and other structured acquisitions and investments in commercial and residential mortgage-backed securities. Gazit America currently owns approximately 13.2% of Equity One, Inc., a company that trades on the New York Stock Exchange under the ticker EQY, and eight properties totalling approximately 523,000 square feet of rentable space located in Montreal and Longueuil, Quebec, and Cambridge, London, Mississauga and Ottawa, Ontario.
FORWARD LOOKING STATEMENT ADVISORY
This press release contains forward-looking statements, and other statements concerning Gazit America's objectives and strategies and management's beliefs, plans. estimates and intentions. The forward-looking statements are not historical facts but reflect Gazit America'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. All forward-looking statements in this press release are qualified by these cautionary statements.
Management believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, management can give no assurance that actual results 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 Gazit America's current Management's Discussion and Analysis and "Risk Factors" in Gazit America'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. Gazit America 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 law.
These forward-looking statements are made as of the date of this press release.
SOURCE Gazit America Inc.
For further information: Gail Mifsud, C.E.O., Gazit America Inc., 109 Atlantic Avenue, Suite 303, Toronto, Ontario, Canada, M6K 1X4, Tel: (416) 447-6400, Fax: (416) 447-6488, firstname.lastname@example.org, www.gazitamerica.com