/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE
TORONTO, Aug. 24 /CNW/ - Gazit America Inc. ("Gazit America") (TSX: GAA)
today announced that its Board of Directors approved a private placement
of 120,000 units (the "Units") at a price of $5.00 per Unit, 100,000 of
which are to be issued to Gail Mifsud, Gazit America's Chief Executive
Officer, and 20,000 of which are to be issued to Lenis Quan, Gazit
America's Chief Financial Officer. The Units consist of one common share
in the capital of Gazit America and one common share purchase warrant
The terms of the Units and Warrants are identical to those issued in the
rights offering, except that Ms. Mifsud and Ms. Quan have agreed,
subject to certain exceptions, that they will not sell or otherwise
dispose of any of the common shares or Warrants received in the private
placement (or common shares received on exercise of the Warrants) for a
period of one year from the closing and, thereafter, they will retain at
least one-half of such common shares or Warrants (or common shares
received on exercise of the Warrants) until at least the second
anniversary of the closing. Ms. Mifsud and Ms. Quan have also agreed to
exercise all rights under the rights offering that they otherwise own.
Subject to regulatory approval, including approval of the Toronto Stock
Exchange, the private placement is expected to close on or about
September 17, 2010, concurrently with Gazit America's previously
announced rights offering. Following completion of the rights offering
and this private placement, it is expected that Gazit America will have
15,537,452 common shares and 2,689,575 Warrants issued and outstanding.
Each Warrant entitles the holder to purchase, at any time, one common
share (a "Warrant Common Share") at a price of $6.00 per Warrant Common
Share for the period from the closing of this private placement up to
and including November 30, 2013 and, thereafter, each Warrant entitles
the holder to purchase One Warrant Common Share at a price of $7.00 per
Warrant Common Share, each subject to adjustment in certain events. The
Warrants will expire at 5:00 p.m. (Toronto time) on November 30, 2015.
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 15.4% of Equity One, Inc.
(approximately 13.2% if the transaction recently announced by Equity One
closes and the joint venture units are fully converted), a company that
trades on the New York Stock Exchange under the ticker EQY, and three
properties comprised of six medical office buildings totalling
approximately 164,000 square feet of rentable space located in
Cambridge, London 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 securities laws.
These forward-looking statements are made as of the date of this press
SOURCE Gazit America Inc.
For further information: 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, email@example.com, www.gazitamerica.com