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Press release from CNW Group

First Capital Realty Announces Completion of $50 Million Offering of 5.25% Convertible Debentures

Thursday, December 15, 2011

First Capital Realty Announces Completion of $50 Million Offering of 5.25% Convertible Debentures08:37 EST Thursday, December 15, 2011/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/Provides Reminder of Temporary Change to the Conversion Privilege for Holders of its 5.50% Convertible DebenturesTORONTO, Dec. 15, 2011 /CNW/ - First Capital Realty Inc. ("First Capital Realty") (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 closed its previously announced bought deal public offering of $50 million aggregate principal amount of 5.25% convertible unsecured subordinated debentures due March 31, 2018 (the "5.25% Debentures").First Capital Realty also reminds holders of its outstanding 5.50% convertible unsecured subordinated debentures, class CDN and class US (TSX: FCR.DB.A and FCR.DB.B, respectively) (the "5.50% Debentures") that the conversion price of the 5.50% Debentures has been temporarily reduced from $16.425 to $16.30, for a period ending at 5:00 p.m. (Toronto time) on December 30, 2011.Completion of $50 Million Offering of 5.25% DebenturesThe $50 million aggregate principal amount of 5.25% Debentures issued today bear interest at the rate of 5.25% per annum payable semi-annually on March 31 and September 30 (commencing March 31, 2012), and are convertible at the option of the holder into common shares of First Capital Realty at a conversion price of $23.25 per common share (being a rate of approximately 43.0108 common shares per $1,000 principal amount of 5.25% Debentures). The bought deal public offering was underwritten by a syndicate co-led by Scotia Capital Inc. and TD Securities Inc., and included CIBC World Markets Inc., RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., Canaccord Genuity Corp. and Macquarie Capital Markets Canada Ltd.Consistent with First Capital Realty's existing practice in respect of all of its outstanding convertible debentures, and subject to any required regulatory approvals, it is First Capital Realty's current intention to satisfy the interest payable, and the principal on redemption or at maturity, by issuing to holders of 5.25% Debentures that number of First Capital Realty common shares obtained by dividing the amount payable by 97% of the volume-weighted average trading price of the common shares on the Toronto Stock Exchange ("TSX") for the 20 consecutive trading days ending five trading days prior to the interest payment date or date of redemption or maturity.The 5.25% Debentures, which are conditionally approved for listing on the TSX under the symbol FCR.DB.G, were issued pursuant to First Capital Realty's trust indenture dated December 19, 2005, as supplemented, and rank pari passu with all of First Capital Realty's other outstanding convertible unsecured subordinated debentures.First Capital Realty will use the net proceeds from the offering for development and redevelopment activities, acquisitions and for general corporate purposes.The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and, subject to certain exceptions, may not be offered, sold or delivered, directly or indirectly, in the U.S. or to or for the account or benefit of U.S. persons. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.Reminder of Temporary Change to the Conversion Privilege for Holders of 5.50% DebenturesFirst Capital Realty announced on November 22, 2011 a temporary change to the conversion privilege of its then outstanding approximately $126.6 million principal amount of 5.50% Debentures. The change reduces the conversion price of the 5.50% Debentures to $16.30 (being a ratio of approximately 61.349 common shares for each $1,000 principal amount of debentures), from the original conversion price of $16.425, for a period ending at 5:00 p.m. (Toronto time) on December 30, 2011 (the "Expiry Time").Holders of 5.50% Debentures are reminded that, in order to validly convert 5.50% Debentures at the temporarily reduced conversion price, Computershare Trust Company of Canada (as Indenture Trustee) must receive before the Expiry Time a customary notice of conversion (which will need to be provided through brokers if debentures are held through a brokerage account, including through CDS Clearing and Depository Services Inc. ("CDS")).Investors who hold 5.50% Debentures through a broker are urged to contact their broker well in advance of the Expiry Time as First Capital Realty understands that notice of this change, and the process for exercising the conversion privilege, is subject to the rules and procedures of the broker and, in turn, CDS.  If a conversion notice is received after the Expiry Time, the 5.50% Debentures will be converted at the increased conversion price of $17.031 that will then be in effect.For more information, please refer to First Capital Realty's press release dated November 22, 2011.ABOUT FIRST CAPITAL REALTY (TSX:FCR)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 169 properties, including ten under development, totalling approximately 23.2 million square feet of gross leasable area and three sites in the planning stage for future retail development.Forward-Looking StatementsThis press release contains forward-looking statements and information within the meaning of applicable securities law. Forward-looking statements can be identified by the expressions "intends", "expects", "believes", "estimates", "will", "anticipates" and similar expressions. The forward-looking statements are not historical facts but reflect the Company'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. Management believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, Management can give no assurance that the actual results or developments 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 First Capital Realty's Management's Discussion and Analysis for the twelve-month period ended December 31, 2010 and the three and nine-month periods ended September 30, 2011 and under "Risk Factors" in the Company'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. First Capital Realty 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 applicable securities law.All forward-looking statements in this press release are made as of the date hereof and are qualified by these cautionary statements.For further information: Dori J. Segal, President & CEO, or Karen H. Weaver, EVP and CFO First Capital Realty Inc. 85 Hanna Avenue, Suite 400 Toronto, Ontario, Canada M6K 3S3 Tel: (416) 504-4114