First Capital Realty announces filing of preliminary prospectus relating to dividend-in-kind transaction



    
    /NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE
    SERVICES/
    

    TORONTO, June 22 /CNW/ - Further to its announcement on June 8, 2009,
First Capital Realty Inc. ("First Capital Realty" or the "Company") (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 has filed
a preliminary prospectus in each of the provinces of Canada relating to the
special dividend-in-kind of the Company's interest in Gazit America Inc.
(formerly known as First Capital America Holding Corp.). Gazit America is the
Canadian holding company that, indirectly, owns the Company's shares in Equity
One (approximately 14.1 million shares), the debt secured by the Equity One
shares (approximately US$98.1 million) and certain other liabilities,
including inter-company debt owing to First Capital Realty in the amount of
approximately US$36 million.
    Gazit America's primary investment objectives will be to focus on
entrepreneurial real estate opportunities, including the acquisition and
development of income-producing assets, 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 intends to invest principally within North
and South America; however, other than through or with Equity One, it
currently does not anticipate investing in real properties in North America
that have retail as the principal business.
    Gazit America will apply to list the common shares to be distributed in
the dividend-in-kind on a Canadian stock exchange. Copies of the preliminary
prospectus will be available on SEDAR at www.sedar.com. The preliminary
prospectus is still subject to completion or amendment and there will not be
any distribution of securities until a final prospectus has been filed.
    "We are pleased to announce this proposed dividend-in-kind as we expect
it to make First Capital Realty a more attractive investment for those who
wish to invest in our Canadian business and otherwise wish to invest in Equity
One directly", said Dori J. Segal, President & C.E.O. of First Capital Realty.
    As described in further detail in the preliminary prospectus filed today
by Gazit America, prior to the closing of its initial public offering, Gazit
America will acquire, for its common shares and $1,000 in cash, all of the
issued and outstanding shares of ProMed Properties (CA) Inc. ("ProMed") from
Gazit Canada Inc., First Capital Realty's controlling shareholder, for $17.2
million, subject to adjustment for outstanding indebtedness (approximately $1
million) and other closing adjustments. The assets of ProMed consist
principally of two properties, consisting of four medical office buildings
located in Cambridge, Ontario and one medical office building located in
London, Ontario. Although the number of shares to be issued to Gazit Canada
cannot yet be determined, it is estimated that, following completion of the
ProMed acquisition and dividend-in-kind, Gazit Canada will hold between 64%
and 68% of the issued and outstanding shares in Gazit America.
    First Capital Realty will advise shareholders following the record date
of its calculation of the fair market value of the shares to be distributed.
That fair market value will be based on the then current value of the Equity
One shares owned, indirectly, by Gazit America (determined based on an
appropriate volume-weighted average trading price of the Equity One shares on
the New York Stock Exchange), less debt outstanding and the estimated value of
the underlying deferred tax liability in Gazit America, adjusted (up or down)
by the book value of Gazit America's net working capital. Had the
dividend-in-kind been completed today, utilizing the valuation methodology
described above, management believes that such shares would have had a fair
market value of between $0.35 and $0.40 per First Capital Realty common share
outstanding today. As a result of changes in the markets, this calculation
will fluctuate. This value methodology will also be used to determine the
number of common shares to be issued to Gazit Canada to satisfy the purchase
price for ProMed.
    The Board of Directors of First Capital Realty have not, at this time,
approved the actual dividend-in-kind; however, they have approved the filing
of the preliminary prospectus in contemplation of such a dividend-in-kind.
There can be no assurance that any such dividend-in-kind transaction will
ultimately be approved, or if approved, that it will be completed as any
transaction of this kind is subject to regulatory approval and market
conditions.
    The preliminary prospectus contains important information relating to the
transactions described in this news release. First Capital Realty's
shareholders are urged to read the preliminary prospectus. As described in
further detail in the preliminary prospectus, no shares will be issued to
shareholders who are (or are deemed to be) non-residents of Canada. Rather,
such shares will be delivered to a trustee for sale in the open market
following the dividend-in-kind and the net proceeds will be delivered to
non-resident shareholders, net of any withholding taxes. Shareholders who fail
to provide a declaration of Canadian residency in the form that will be
provided will be deemed to be a non-resident for these purposes. Canadian
shareholders who hold their shares in First Capital Realty through a brokerage
or other account are therefore urged to contact their brokers to avoid being
deemed a non-resident.
    This news release does not constitute an offer to sell or the
solicitation of an offer to buy securities in any jurisdiction. The shares to
be distributed have not been approved or disapproved by any Canadian or U.S.
regulatory authority nor has any such authority passed upon the accuracy or
adequacy of the preliminary prospectus. The shares have not been and will not
be registered under the United States Securities Act of 1933, as amended, or
any state securities laws. The shares may not be offered or sold in the United
States of America or to, or for the benefit of, a U.S. person.

    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 174 properties, including four under development,
totalling approximately 20.2 million square feet of gross leasable area and 7
land sites in the planning stage for future retail development. In addition,
the Company indirectly owns 14.1 million shares of Equity One (approximately
16.3%), one of the largest shopping centre REITS in the southern U.S., that
trades on the New York Stock Exchange under the ticker symbol EQY. Including
its investment in Equity One, the Company has interests in 363 properties
totalling approximately 40.7 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 legislation. 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. 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 any dividend-in-kind transaction involving the Company's
indirect interest in Equity One will be approved by the Company's Board of
Directors. 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 security laws.
    These forward-looking statements are made as of June 22, 2009.





For further information:

For further information: Dori J. Segal, President & C.E.O., or Karen H.
Weaver, E.V.P. & C.F.O., First Capital Realty Inc., 85 Hanna Avenue, Suite
400, Toronto, Ontario, Canada, M6K 3S3, Tel: (416) 504-4114, Fax: (416)
941-1655, www.firstcapitalrealty.ca


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