Press Release


May 22, 2007


Toronto, Ontario (May 22, 2007) - First Capital Realty Inc. (‘First Capital Realty’) (TSX: FCR), announced today that it will amend the conditions to its take-over bid for the outstanding common shares (the “Shares”) and 8.50% convertible unsecured subordinated debentures due December 31, 2009 (the “Debentures”) of Sterling Centrecorp Inc. (‘Sterling’). The amendment involves the deletion of condition (g) to the offers for the Shares and Debentures, which required that Sterling and its subsidiaries shall not have entered into specified transactions involving or affecting their respective properties, except as had been publicly disclosed. In its place, First Capital Realty will include a more limited condition providing that it shall not have become aware that, as a result of the successful completion of either or both of the offers, there would reasonably be expected to occur an event, change, action, state, right, liability or condition under the terms of any contract or agreement pursuant to which any Sterling company or any of its assets is bound (other than in respect of mortgages and indebtedness with financial institutions such as banks, insurance companies or trust companies incurred or entered into in the ordinary course of business) which would, individually or in the aggregate, materially adversely affect the value of the Sterling companies. First Capital Realty expects to mail a formal notice of variation to holders of Shares and Debentures as soon as possible. Additional information concerning the offers for Shares and Debentures is contained in First Capital Realty’s take-over bid circular, which is available at, under the Sterling issuer profile.

First Capital Realty also announced that it is continuing to await a response to its offers from the special committee of Sterling's board of directors. First Capital Realty's position is that the Sterling board has a duty to respond to the offers, and to clearly articulate its views to Sterling securityholders, in a timely manner. First Capital Realty also noted that, under the terms of the agreement relating to the insider group's going-private transaction, the Sterling board is permitted to abandon the going-private transaction and to support the First Capital Realty offers. In particular, the Sterling board's right to change its recommendation on the going-private transaction and to recommend another proposal, including the First Capital Realty offers, continues, notwithstanding that shareholders may have already approved a resolution concerning the going-private transaction.

Mr. Dori J. Segal, President and Chief Executive Officer of First Capital Realty, commented, “We believe that our offers clearly represent a superior proposal that maximizes value for Sterlings securityholders. The holders of Shares and Debentures deserve a choice in this process. We call upon Sterlings special committee to meet its responsibilities to Sterlings securityholders, and to give proper consideration to our offers, which we believe are a better alternative to the going-private transaction promoted by Sterlings insiders.”

Holders of Shares and Debentures with questions, requests for copies of the documents or requiring assistance in tendering to the offers may contact the Dealer-Manager for the offers, Trilon Securities Corporation, at (416) 956-5200; email:

This news release does not constitute an offer for or solicitation of the Sterling Shares or Debentures in any jurisdiction. Any such offer or solicitation will be made only by formal offer and only in those jurisdictions where First Capital Realty may legally do so.


First Capital Realty is Canadas leading owner, developer and operator of supermarket-anchored neighbourhood and community shopping centres, located predominantly in growing metropolitan areas. The Company currently owns interests in 161 properties, including 7 under development, with approximately 18.9 million square feet of gross leasable area, and also has 9 land sites in the planning stage for future retail development. In addition, the Company owns 13.9 million shares of Equity One (approximately 19%), one of the largest shopping centre REITs in the southern U.S., that trades on the New York Stock Exchange under the ticker symbol EQY. Including its investments in Equity One, the Company has interests in 337 properties totalling approximately 36.8 million square feet of gross leasable area.

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For further information:

Dori J. Segal, President & C.E.O., or
Karen H. Weaver, C.F.O.
First Capital Realty Inc.
King Liberty Village
85 Hanna Avenue, Suite 400
Toronto, Ontario, Canada M6K 3S3
Tel: (416) 504-4114
Fax: (416) 941-1655