Press Release


December 17, 2009

Not for distribution to U.S. news wire services or dissemination in the United States

Toronto, Ontario (December 17, 2009) – First Capital Realty Inc. (the “Company”), 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 has entered into an agreement to sell to a syndicate of underwriters led by BMO Capital Markets and TD Securities Inc. on a bought deal basis C$50 million aggregate principal amount of 5.70% convertible unsecured subordinated debentures due June 30, 2017 (the “Debentures”). The Debentures will bear interest at a rate of 5.70% per annum payable semi-annually on March 31 and September 30 (commencing September 30, 2010), and will be convertible at the option of the holder into common shares of the Company at a conversion rate of approximately 33.3333 common shares per $1,000 principal amount of Debentures, which is equal to a conversion price of $30.00 per common share. Closing is expected on or about December 30, 2009.

The Company will, on or about Monday, December 21, 2009, file with the securities commissions and other similar regulatory authorities in each of the provinces of Canada, a prospectus supplement under its July 28, 2009 short form base shelf prospectus relating to the issuance of the Debentures. The Debentures will be issued pursuant to the Company’s trust indenture dated December 19, 2005, as supplemented, and will rank pari passu with all of the Company’s other outstanding convertible unsecured subordinated debentures.

The net proceeds of the offering will be applied by the Company to pay down amounts owing on certain revolving credit facilities.

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.


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 176 properties, including four under development, totalling approximately 20.8 million square feet of gross leasable area and six land sites in the planning stage for future retail development.

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This press release contains forward-looking statements and information within the meaning of applicable securities legislation. 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. 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 the actual results or developments will be realized. 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 security laws. These forward-looking statements are made as of the date of this press release.

For further information regarding First Capital Realty:
Dori J. Segal, President & C.E.O., or
Karen H. Weaver, Executive Vice President & C.F.O.
First Capital Realty Inc.
85 Hanna Ave., Suite 400
Toronto, Ontario, Canada M6K 3S3
Tel: (416) 504-4114
Fax: (416) 941-1655