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 release.

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 (416) 504-4114.

SOURCE Gazit Maple Inc.

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Gazit Maple Inc.

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