TORONTO, June 30, 2011 /CNW/ - Gazit Maple Inc. ("Gazit Maple"), the beneficial owner of approximately 73.1% of the outstanding
common shares ("Common Shares") of Gazit America Inc. ("Gazit America") (TSX:GAA), announces that it has entered into agreements with a third
party financial institution and its lending affiliate (the "Lenders") pursuant to which it (i) guaranteed in favour of the Lenders (the "Guarantee") the obligations of Gazit Maple's sole shareholder, Gazit-Globe Ltd.
("Gazit Globe"), under (a) a revolving credit facility made available to Gazit Globe
by one of the Lenders, and (b) a guarantee by Gazit Globe of the
obligations of another wholly-owned subsidiary of Gazit Globe under a
revolving credit facility made available to such subsidiary by the
other Lender, (collectively, the "Obligations") and (ii) pledged all of the 17,033,974 common shares (the "Common Shares") and 8,270,193 warrants (the "Warrants") of Gazit America beneficially owned by Gazit Maple (the "Pledges") to the Lenders as collateral to secure Gazit Maple's Guarantee. The
Obligations guaranteed and secured by the Guarantee and the Pledges
have a term ending on April 17, 2016. The security entitlements to the
Common Shares and Warrants so pledged are credited to a securities
account subject to an account control agreement (the "Control Agreement") among Gazit Maple, the securities intermediary maintaining that
securities account and one of the Lenders acting as collateral agent
for the Lenders.
The Common Shares beneficially owned by Gazit Maple represent
approximately 73.1% of the outstanding Common Shares and the Warrants
beneficially owned by Gazit Maple represent approximately 79.1% of the
outstanding Warrants. Assuming the exercise of all Warrants and no
exercise of Warrants by any other holder of Warrants, Gazit Maple would
beneficially own 25,304,167 Common Shares (comprised of the Common
Shares currently beneficially owned and the Common Shares underlying
the Warrants), representing approximately 80.1% of the outstanding
Common Shares of Gazit America following such exercise.
Gazit Maple entered into the Pledges and Control Agreement to secure its
Guarantee of the Obligations of its sole shareholder in connection with
certain lending arrangements entered into by its sole shareholder and
another affiliate as described above. Gazit Maple holds the securities
described in this news release for investment purposes. Gazit Maple
may, in the future, acquire additional Common Shares, Warrants or other
securities of Gazit America from time to time in accordance with
applicable laws and may from time to time in the future, subject to the
terms and conditions of the Pledges and the Control Agreement, sell,
transfer or otherwise dispose some or all of its holdings in Gazit
America's securities in accordance with applicable laws.
The address of Gazit Maple is 109 Atlantic Avenue, Suite 303, Toronto,
Ontario M6K 1X4. Gazit Maple is a wholly-owned subsidiary of Gazit
Globe. As a result, for purposes of applicable Canadian securities
laws, Gazit Globe also may be considered to beneficially own the
securities of Gazit America described in this news release. The
address of Gazit Globe is 1 Derech Hashalom, Tel-Aviv, Israel.
The issuance of this news release is not an admission that either of the
Lenders owns or controls any of the securities described in this news
release or is a joint actor with any other entity named in this news
A copy of the early warning report to be filed by Gazit Maple under
applicable Canadian securities laws in connection with the information
in this news release may be obtained from Alex Correia, Secretary at
SOURCE Gazit Maple Inc.