First Capital Realty Completes Bid for Exchange-traded Debentures

On January 20, 2003, First Capital Realty Inc. completed a bid for all its 7.5 per cent exchange-traded debentures, with consideration payable through the issuance of 7.25 per cent exchange-traded subordinated convertible debentures on the basis of $1,250 principal amount for each $1,000 principal amount tendered. In total, First Capital Realty took up and paid for $22.256 million aggregate principal amount of 7.5 per cent debentures through the issuance of $27.82 million aggregate principal amount of 7.25 per cent convertible debentures.

First Capital Realty is a growth-oriented, publicly-traded real estate company that concentrates on the ownership of neighbourhood and community shopping centres in Canada and the U.S. Although the bid was not technically an “issuer bid” for securities law purposes, First Capital Realty sought and obtained orders that allowed the convertible debentures to be issued under the offer without a prospectus and, in that regard, agreed to treat the bid for all purposes as an issuer bid. First Capital Realty was required to extend contractually the statutory rights that would normally apply to issuer bids.

First Capital Realty was represented by Torys LLP, with a team that included Pat Koval, Paul Noble, Cornell Wright, Tim Rorabeck and Ron Nobrega.