Press Release


November 22, 2011

Toronto, Ontario (November 22, 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, today announced that it has received the approval of the Toronto Stock Exchange to temporarily change the conversion privilege of the entire $126.6 million principal amount outstanding of its 5.50% convertible unsecured subordinated debentures, class CDN and class US (TSX: FCR.DB.A and FCR.DB.B) (the “5.50% Debentures”). The temporary change is to reduce the conversion price of the 5.50% Debentures to $16.30 (being a ratio of approximately 61.349 common shares for each $1,000 principal amount of debentures), from the current $16.425, for a period commencing November 25, 2011 and ending at 5:00 p.m. (Toronto time) on December 30, 2011 (the “Expiry Time”).

In order to validly convert 5.50% Debentures at the temporarily reduced conversion price, Computershare Trust Company of Canada (the “Indenture Trustee”) must receive a customary notice of conversion (which will need to be provided through brokers if debentures are held through a brokerage account, including through CDS Clearing and Depository Services Inc. (“CDS”)), before the Expiry Time.

In accordance with the terms of the 5.50% Debentures, holders converting their debentures will be entitled to receive, in addition to the requisite number of common shares, accrued and unpaid interest on the converted debentures up to but excluding the date on which the 5.50% Debentures are deposited with the Indenture Trustee for conversion, from and including the last interest payment date. Such interest will be paid on the next regularly scheduled interest payment date and, in accordance with First Capital Realty’s current practice, subject to regulatory approval, will be paid in common shares in accordance with the terms of the 5.50% Debentures.

Holders are reminded that the original terms of the 5.50% Debentures provide that, effective January 1, 2012, the conversion price of the 5.50% Debentures will increase to $17.031 (being a ratio of approximately 58.716 Common Shares per $1,000 principal amount of 5.50% Debentures). Holders are also reminded that, on and after January 1, 2012, the 5.50% Debentures will be redeemable at par at the option of First Capital Realty. 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 principal (and any accrued but unpaid interest) on redemption or at maturity by issuing to holders of 5.50% 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 date of redemption or maturity.

If you hold your 5.50% Debentures through a broker, you are urged to contact your broker well in advance of the Expiry Time as First Capital Realty understands that notice of this change, and the process for exercising the conversion privilege, is subject to the rules and procedures of your broker and, in turn, CDS. If a conversion notice is received after the Expiry Time, the 5.50% Debentures will be converted at the increased conversion price of $17.031 that will then be in effect.

Gazit Canada Inc., a wholly owned subsidiary of Gazit Globe Ltd., a publicly traded company listed on the Tel-Aviv stock exchange, is a holder of approximately 49.5% of First Capital Realty’s outstanding common shares and holder of approximately 65.9% of the outstanding 5.50% Debentures. Gazit Canada has informed First Capital Realty that it will make its decision with respect to early conversion of its 5.50% Debentures in due course.


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 168 properties, including nine under development, totalling approximately 23.0 million square feet of gross leasable area and four 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 “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 & CEO, or
Karen H. Weaver, Executive Vice President & CFO
First Capital Realty Inc.
85 Hanna Avenue, Suite 400
Toronto, Ontario, Canada M6K 3S3
Tel: (416) 504-4114