Press Release


April 28, 2011


Toronto, Ontario (April 28, 2011) – 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 C$57.5 million aggregate principal amount of 5.40% convertible unsecured subordinated debentures due January 31, 2019 (the “Debentures”). The closing included $7.5 million aggregate principal amount of Debentures issued as a result of the exercise in full of the underwriters’ option. The Debentures bear interest at the rate of 5.40% per annum payable semi-annually on March 31 and September 30 (commencing September 30, 2011), and are convertible at the option of the holder into common shares of First Capital Realty at a conversion rate of approximately 44.2087 common shares per $1,000 principal amount of Debentures, which is equal to a conversion price of $22.62 per common share. The offering was underwritten by a syndicate co-led by RBC Dominion Securities Inc. and TD Securities Inc. and included BMO Nesbitt Burns Inc., Scotia Capital Inc., CIBC World Markets 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 Debentures that number of common shares of First Capital Realty obtained by dividing the amount payable by 97% of the volume-weighted average trading price of the common shares on the Toronto Stock Exchange 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 Toronto Stock Exchange under the symbol FCR.DB.E, 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 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. First Capital Realty currently owns interests in 179 properties, including three under development, totalling approximately 22.3 million square feet of gross leasable area and eight sites in the planning stage for future retail development.

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 First Capital Realty’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. 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 current Annual Information Form and Management’s Discussion and Analysis. 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. These forward-looking statements are made as of the date of this press release.

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For further information:
Dori J. Segal, President & C.E.O., or
Karen H. Weaver, E.V.P. & 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