First Capital Realty announces completion of dividend-in-kind of Gazit America Inc.



    TORONTO, Aug. 14 /CNW/ - 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 had completed its previously announced special
dividend-in-kind of the Company's interest in Gazit America Inc. (formerly
known as First Capital America Holding Corp.) ("Gazit America"). Gazit America
is a Canadian 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$100 million) and certain other liabilities, including
subordinated debt owing to First Capital Realty in the amount of approximately
US$36 million. As a result of this special dividend, First Capital Realty no
longer has any interest in Gazit America, or the shares in Equity One owned by
    Each holder of First Capital Realty common shares on the record date
(July 28, 2009) received one common share of Gazit America for each ten First
Capital Realty common shares held. A total of approximately 9.212 million
Gazit America shares were distributed as the dividend-in-kind. Shareholders
will receive cash in lieu of fractional shares.
    The Toronto Stock Exchange has approved the listing of the Gazit America
common shares on the TSX under the symbol "GAA", subject to customary listing
    Prior to the closing of this initial public offering, Gazit America
acquired, for approximately 3.6 million Gazit America 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. Following completion of the special
dividend-in-kind and the acquisition of ProMed, Gazit America now has
approximately 12.8 million common shares issued and outstanding, of which
Gazit Canada owns 65.5%.
    Gazit America today also announced that it has filed its interim
unaudited financial statements for the six month period ended June 30, 2009
with the securities regulatory authorities of each of the provinces of Canada.
Copies of these financial statements are available on SEDAR at
    First Capital Realty has calculated the fair market value of the Gazit
America shares distributed to be $41.5 million (or approximately $0.45 per
First Capital Realty common share outstanding on July 28, 2009). That fair
market value is based on the value of the Equity One shares owned, indirectly,
by Gazit America, less debt outstanding and the estimated value of the
underlying deferred tax liability in Gazit America, adjusted by Gazit
America's net working capital. This value methodology was also used to
determine the number of common shares issued to Gazit Canada to satisfy the
purchase price for ProMed. The value of the Equity One shares used by the
Company to determine the value of the Gazit America shares is US$14.02 per
share, which was determined with reference to the 30, 60, 90 and 120 day
volume weighted average trading prices of Equity One on the New York Stock
Exchange for the period ending August 11, 2009. The average of these volume
weighted prices is US$14.02 per share and represents a 9.4% discount from the
August 13, 2009 closing price.
    The above calculation of fair market value also applies to the adjustment
to the conversion price of its outstanding 5.5% convertible debentures
(TSX:FCR.DB.A and FCR.DB.B). Notice to holders of such debentures will be
provided by First Capital Realty, which notice will confirm that the
conversion price on such debentures in effect to December 31, 2011 is adjusted
from $27.00 to $26.28 (resulting in approximately 38 First Capital Realty
common shares issuable per $1,000 principal amount of debentures) and the
conversion price in effect from January 1, 2012 to the maturity date of the
debentures is adjusted from $28.00 to $27.25 (resulting in approximately 36
First Capital Realty common shares issuable per $1,000 principal amount of
    Gazit America's prospectus dated July 20, 2009 (which is available on
SEDAR at contains important information relating to the
transactions described in this news release. First Capital Realty's and Gazit
America's shareholders are urged to read the prospectus. As described further
in the prospectus, no shares have been or will be issued to shareholders who
are (or are deemed to be) non-residents of Canada. Rather, such shares have
been or will be delivered to a trustee for sale in the open market after
September 18, 2009 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 on or before September 18, 2009 in the form
that has been provided may 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. The form of residency declaration is
available on First Capital Realty's web site at and
on Gazit America's web site at

    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.


    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 175 properties, including four under development,
totalling approximately 20.4 million square feet of gross leasable area and 7
land sites in the planning stage for future retail development.


    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 16% of Equity One, Inc. (NYSE:  EQY), a US real estate investment
trust, and two properties comprised of five medical office buildings totaling
approximately 115,000 square feet of rentable space located in Cambridge and
London, Ontario.

For further information:

For further information: First Capital Realty: 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,; For further
information regarding Gazit America: Roni Soffer, Vice-Chair & interim C.E.O.,
or David Dinniwell, C.F.O., Gazit America Inc., 109 Atlantic Avenue, Suite
303, Toronto, Ontario, Canada, M6K 1X4, Tel: (416) 447-6400, Fax: (416)

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