GAZIT CANADA INC. FILES EARLY WARNING REPORT REGARDING ACQUISITION OF UNITS
OF GAZIT AMERICA INC.
/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
TORONTO, Sept. 24 /CNW/ - Gazit Canada Inc. ("Gazit Canada") filed an early warning report on September 24, 2010, advising of a change in its holdings, as well as a change in the holdings of its affiliate, Gazit 2003 Inc. ("Gazit 2003"), in Gazit America Inc. ("Gazit America") (TSX:GAA). On September 17, 2010 (the "Closing Date"), Gazit Canada acquired 1,842,605 units ("Units") of Gazit America, with each Unit consisting of one common share (the "Common Shares") of Gazit America and one Common Share purchase warrant (the "Warrants"), as more particularly described in a news release of Gazit America dated September 17, 2010. The Units separated into Common Shares and Warrants immediately upon issue.
The Units were issued by Gazit America in a rights offering pursuant to which each shareholder of record on August 17, 2010 received one right (the "Rights") for each Common Share held, with five Rights exercisable for one Unit (the "Rights Offering").
Gazit Canada currently owns or controls, 9,644,787 Common Shares, representing approximately 62.1% of the outstanding Common Shares of Gazit America, and 1,842,605 Warrants, representing approximately 68.5% of the outstanding Warrants of Gazit America. Assuming the exercise of all such Warrants and no exercise of Warrants by any other holder of Warrants, Gazit Canada would own or control, 11,487,392 Common Shares, representing approximately 66.1% of the outstanding Common Shares of Gazit America. Gazit Canada and Gazit 2003, together, currently own or control 10,798,587 Common Shares representing approximately 69.5% of the outstanding Common Shares and 2,034,905 Warrants representing approximately 75.7% of the outstanding Warrants. Assuming the exercise of all such Warrants and no exercise of Warrants by any other holder of Warrants, Gazit Canada and Gazit 2003 would own or control 12,833,492 Common Shares, representing approximately 73% of the outstanding Common Shares.
Gazit Canada and Gazit 2003 acquired an aggregate of 8,479,823 Rights in Gazit America's Rights Offering pursuant to a prospectus of Gazit America dated August 5, 2010. Gazit Canada acquired a further 1,255,177 Rights and 13,300 Common Shares by purchasing Rights and Common Shares over the Toronto Stock Exchange. Every five Rights were exercisable for one Unit. The Common Shares comprising part of the Units were issued from treasury and the Warrants comprising part of the Rights were issued from treasury pursuant to a Warrant Indenture.
The Rights that were acquired over the Toronto Stock Exchange were purchased at an average price of approximately $0.131 per Right and the Common Shares that were acquired over the Toronto Stock Exchange were purchased at an average price of approximately $5.46. No consideration was paid for the Rights received in the Rights Offering. The Units (which separated into Common Shares and Warrants immediately upon issue) were acquired for $5.00 in cash and the exchange of five Rights.
Gazit Canada and Gazit 2003 acquired the Units for investment purposes. Gazit Canada and/or Gazit 2003 may, in the future, acquire additional Common Shares or additional 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 sell some or all of their respective holdings in the securities of Gazit America in accordance with applicable laws.
For further information: For further information: and in order to obtain a copy of the early warning report, please contact: Alex Correia, Corporate Administrator, Gazit Canada Inc., 109 Atlantic Avenue, Suite 303, Toronto, Ontario, Canada, M6K 1X4, Tel: (416) 216-2055, Fax: (416) 703-2350
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