Press Release


May 22, 2012


Toronto, Ontario (May 22, 2012) – First Capital Realty Inc. (“First Capital Realty”) (TSX: FCR), Canada’s leading owner, developer and operator of supermarket and drugstore-anchoredneighbourhood and community shopping centres, located predominantly in growing urban markets, announced today that it closed its previously announced bought deal public offering of $52.5 million aggregate principal amount of 4.75% convertible unsecured subordinated debentures due July 31, 2019 (the “Debentures”). The closing included $2.5 million aggregate principal amount of Debentures issued pursuant to the underwriters’ option.

The $52.5 million aggregate principal amount of Debentures issued today bear interest at the rate of 4.75% per annum payable semi-annually on March 31 and September 30 (commencing September 30, 2012), and are convertible at the option of the holder into common shares of First Capital Realty at a conversion price of $26.75 per common share (being a conversion rate of approximately 37.3832 common shares per $1,000 principal amount of Debentures) until July 31, 2017, and thereafter at a conversion price of $27.75 per common share (being a conversion rate of approximately 36.0360 common shares per $1,000 principal amount of Debentures). The bought deal public offering was underwritten by a syndicate led by BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and TD Securities Inc. and including National Bank Financial Inc., Canaccord Genuity Corp. and Macquarie Capital Markets Canada Ltd.

Consistent with First Capital Realty’s 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 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 Debentures, which are conditionally approved for listing on the TSX under the symbol FCR.DB.I, 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.

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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.


First Capital Realty is Canada’s leading owner, developer and operator of supermarket anddrugstore-anchored neighbourhood and community shopping centres, located predominantly in growing urban markets. The Company currently owns interests in 163 properties, including seven under greenfield development, totalling approximately 22.7 million square feet of gross leasable area and three sites in the planning stage for future retail development.

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