Press Release


February 06, 2012


Toronto, Ontario (February 6, 2012) 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 as a result of strong investor demand for its public offering of 4.95% convertible unsecured subordinated debentures due March 31, 2017 announced earlier today (the “Debentures”), the size of the offering has been increased by $20 million to $70 million. The Debentures will bear interest at a rate of 4.95% per annum payable semi-annually on March 31 and September 30 (commencing September 30, 2012), and will be convertible at the option of the holder into common shares of the Company at a conversion price of $23.75 per common share (being a conversion rate of approximately 42.1053 common shares per $1,000 principal amount of Debentures). The offering is being underwritten, on a bought deal basis, by a syndicate of underwriters led by Scotia Capital Inc. and TD Securities Inc. Subject to customary closing conditions, the offering will close on February 16, 2012.

First Capital Realty has also granted the underwriters an option, exercisable in whole or in part at any one time up to 48 hours prior to the closing of the offering, to purchase up to an additional $5 million aggregate principal amount of Debentures on the same terms.

The Company will, on or about Wednesday February 8, 2012, file with the securities commissions and other similar regulatory authorities in each of the provinces of Canada, a prospectus supplement under its May 25, 2011 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 from the offering will be used by First Capital Realty for development and redevelopment activities, acquisitions and for general corporate purposes.

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 the Company’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 obtained by dividing the amount payable by 97% of the volume-weighted average trading price of the common shares on the TSX for the 20 consecutive trading days ending five trading days prior to the interest payment date or date of redemption or maturity.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction. The securities being offered have not been and will not be registered under the U.S. Securities Act of 1933 and state securities laws. Accordingly, the securities may not be offered or sold to U.S. persons except pursuant to applicable exemptions from registration requirements.


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 ten under development, totalling approximately 23.2 million square feet of gross leasable area and three sites in the planning stage for future retail development.

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 the Company’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.

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For further information:


Dori J. Segal, President & CEO, or
Karen H. Weaver, EVP & CFO
First Capital Realty Inc.
85 Hanna Avenue, Suite 400
Toronto, Ontario, Canada M6K 3S3
Tel: (416) 504-4114