Gazit-Globe
NYSE : GZT
TSX : GZT
TASE : GZT

Gazit-Globe
First Capital Realty Inc.
TSX : FCR

First Capital Realty Inc.

March 01, 2017 16:44 ET

Gazit-Globe Ltd. and First Capital Realty Announce $185 Million Secondary Offering of Common Shares of First Capital Realty by Gazit-Globe Ltd.

TORONTO, ONTARIO--(Marketwired - March 1, 2017) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES

Gazit-Globe Ltd. (NYSE:GZT) (TSX:GZT) (TASE:GZT) and First Capital Realty Inc. (TSX:FCR) ("First Capital Realty") jointly announced today that a wholly-owned subsidiary of Gazit-Globe ("Gazit"), which is a significant shareholder of First Capital Realty, has entered into an agreement to sell 9,000,000 common shares of First Capital Realty ("Shares") on a "bought deal" basis at a price of $20.60 per Share (the "Offering Price") to a syndicate of underwriters co-led by TD Securities Inc., National Bank Financial Inc. and CIBC Capital Markets for gross proceeds to Gazit of approximately $185 million (the "Secondary Offering").

In addition, Gazit has granted the underwriting syndicate an over-allotment option, exercisable in whole or in part at any time up to 30 days after closing of the Secondary Offering, to purchase up to an additional 1,350,000 Shares at the Offering Price which, if exercised in full, would increase the gross proceeds of the Secondary Offering to Gazit to approximately $213 million.

First Capital Realty is not issuing or selling any securities in connection with this transaction and it will not receive any proceeds from the Secondary Offering.

Gazit currently owns 88,636,749 common shares of First Capital Realty, representing 36.4% of First Capital Realty's issued and outstanding common shares. After giving effect to the Secondary Offering (but prior to the exercise of the over-allotment option), Gazit will own 79,636,749 common shares of First Capital Realty, representing approximately 32.7% of First Capital Realty's issued and outstanding common shares. If the over-allotment option is exercised in full, Gazit will own 78,286,749 common shares of First Capital Realty, representing approximately 32.1% of First Capital Realty's issued and outstanding common shares.

The Secondary Offering is scheduled to close on or about March 22, 2017, and is subject to regulatory approval. The Shares will be offered by way of a short form prospectus to be filed on or before March 15, 2017 with the securities commissions and other similar regulatory authorities in each of the provinces of Canada.

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.

ABOUT GAZIT-GLOBE

Gazit-Globe is a Global owner, developer and operator of high quality necessity-driven supermarket-anchored retail properties in urban markets. Gazit-Globe is listed on the New York Stock Exchange (NYSE:GZT), the Toronto Stock Exchange (TSX:GZT) and the Tel Aviv Stock Exchange (TASE:GZT) and is included in the TA-35 index in Israel. As of September 30, 2016, Gazit-Globe owns and operates 427 properties in more than 20 countries, with a gross leasable area of approximately 70 million square feet and a total value of approximately US$ 22 billion.

ABOUT FIRST CAPITAL REALTY (TSX:FCR)

First Capital Realty is one of Canada's largest owners, developers and managers of grocery anchored, retail-focused urban properties where people live and shop for everyday life. The Company currently owns interests in 160 properties, totaling approximately 25.3 million square feet of gross leasable area.

Forward-looking Statement Advisory

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" 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.

Management of First Capital Realty 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 for the year ended December 31, 2016 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. Neither Gazit nor First Capital Realty undertakes any 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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