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Press release from Marketwire

First Capital Realty Announces $47 Million Equity Offering

Thursday, July 26, 2012

First Capital Realty Announces $47 Million Equity Offering16:28 EDT Thursday, July 26, 2012TORONTO, ONTARIO--(Marketwire - July 26, 2012) -NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES First Capital Realty Inc. (TSX:FCR) (the "Company"), Canada's leading owner, developer and operator of supermarket and drugstore anchored neighbourhood and community shopping centres, located predominantly in growing urban markets, announced today that it has entered into an agreement to sell 2,500,000 units ("Units") on a bought deal basis at a price of $18.75 per Unit to a syndicate of underwriters led by TD Securities Inc. for gross proceeds of $46,875,000 (the "Offering"). Each Unit consists of one common share of the Company ("Share") and one common share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder to acquire one Share from the Company at a price per Share of $19.75 for a period of 12 months following closing. The Shares and Warrants will separate immediately upon closing of the Offering. An application will be made to list the Warrants issued pursuant to this transaction on the Toronto Stock Exchange.The Offering is scheduled to close on or about August 3, 2012, and is subject to regulatory approval. The Offering is being made under the Company's base shelf prospectus dated September 13, 2010.The net proceeds from the Offering will be used by the Company for development and redevelopment activities, acquisitions and for general corporate purposes.The Offering is being undertaken so as to maintain the ownership interest in the Company by Gazit Canada Inc., a wholly owned subsidiary of Gazit-Globe Ltd. ("Gazit-Globe"), a publicly traded company listed on the Tel-Aviv Stock Exchange and the New York Stock Exchange, below 50% at the time of the closing of the Company's previously announced acquisition of the medical office and retail properties of Gazit America Inc. ("Gazit America") for Shares pursuant to a plan of arrangement transaction (the "Arrangement") involving First Capital Realty, Gazit-Globe and Gazit America. In connection with the Arrangement, Gazit-Globe is expected to indirectly receive approximately 4.0 million Shares. Completion of the Arrangement is subject to the approval of the shareholders of Gazit America, court approval and regulatory approval.The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 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.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 urban markets. The Company currently owns interests in 165 properties, including eight under greenfield development, totalling approximately 23.4 million square feet of gross leasable area and three sites in the planning stage for future retail development.Forward Looking Statements This press release contains forward-looking statements and information within the meaning of applicable securities law. Forward-looking statements can be identified by the expressions "expects", "believes", "estimates", "will" 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, 2011 and for the three-month period ended March 31, 2012 and the matters discussed under "Risk Factors" in its 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 PLEASE CONTACT: Dori J. SegalFirst Capital Realty Inc.President & CEO(416) 504-4114ORKaren H. WeaverFirst Capital Realty Inc.Executive Vice President & CFO(416) 504-4114www.firstcapitalrealty.ca