/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
TORONTO, Aug. 6 /CNW/ - Gazit America Inc. ("Gazit America") (TSX: GAA) previously announced its intention to proceed with a rights offering in which it will offer all holders of its common shares rights to subscribe for up to 2,569,575 units (the "Units"), with each Unit consisting of one common share in the capital of Gazit America and one common share purchase warrant (the "Warrants").
The exercise price, the record date and expiry date for the rights offering have now been set. One right (a "Right") will be issued for each common share of Gazit America held by holders of the outstanding common shares of record as at 5:00 p.m. (Toronto time) on August 17, 2010 (the "Record Date"). These holders will be mailed the rights offering prospectus describing the rights offering as soon as practicable after August 17, 2010. A holder of rights will be entitled to subscribe, at or before 4:00 p.m. (Toronto time) on September 13, 2010 (the "Rights Expiry Date"), for one Unit for every five Rights held at a price of $5.00 per Unit. Only a shareholder on the Record Date with an address of record in Canada is entitled to receive Rights. Rights not exercised at or before, September 13, 2010 will be void and will have no value.
The Rights will be posted for trading on the TSX under the symbol "GAA.RT" until 12:00 noon (Toronto time) on the Rights Expiry Date, at which time they will be halted from trading.
The Units will separate into common shares (a "Unit Common Share") and Warrants immediately when issued. 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 rights offering 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. No fractional Units, Warrants or common shares will be issued, but, rather, will be rounded down without any consideration therefor.
Gazit America's principal shareholders, Gazit Canada Inc. and Gazit 2003 Inc. (collectively, "Gazit Canada"), have entered into a stand-by commitment with Gazit America whereby they have agreed to exercise all of the Rights issued to them pursuant to the offering of Rights, and purchase, at the applicable exercise price per Unit, all Units that are not issued to holders of common shares pursuant to this offering of Rights. Gazit Canada will not be paid a stand-by fee in consideration for this commitment.
Each holder of Rights that subscribes for the maximum number of Units to which the holder is entitled to subscribe will have an additional subscription privilege pursuant to which such holder will be entitled to subscribe for additional Units, if available, at the applicable exercise price per Unit. After giving effect to the stand-by commitment, it is anticipated that following completion of the rights offering, 15,417,452 common shares in the capital of Gazit America will be issued and outstanding.
The Rights are being issued to all of Gazit America's shareholders; however, Rights will not be registered under the laws of any foreign jurisdiction, including the United States Securities Act of 1933, as amended. Consequently, no Rights will be delivered to any registered or beneficial holder of Gazit America's common shares who has, or who appears to Gazit America, to have, an address not in Canada as of the record date. Such Rights will instead be delivered by Gazit America to the subscription agent for the Rights for sale. In lieu of Rights, such non-resident shareholders will receive their pro rata share of the cash proceeds from the sale of such Rights, less commissions, expenses and applicable withholding taxes.
Further information regarding the offering of Rights can be found in the short form prospectus which was filed today under Gazit America's profile on SEDAR at www.sedar.com.
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 release.
SOURCE Gazit America Inc.
For further information: For further information: regarding Gazit America: 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, firstname.lastname@example.org, www.gazitamerica.com