GAZIT AMERICA ANNOUNCES COMPLETION OF RIGHTS OFFERING AND PRIVATE PLACEMENT
OF UNITS
/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
TORONTO, Sept. 17 /CNW/ - Gazit America Inc. ("Gazit America") (TSX: GAA) announced today that it has completed its previously announced rights offering in which it offered all holders of its common shares as of the record date rights to subscribe for up to 2,569,575 units (the "Units"), with each Unit consisting of one common share in the capital of Gazit America (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one Common Share at a price of $6.00 per Common Share at any time up to and including November 30, 2013 and, thereafter, each Warrant entitles the holder to purchase one Common Share at a price of $7.00 per Common Share, each subject to adjustment in certain events. The Warrants will expire at 5:00 p.m. (Toronto time) on November 30, 2015.
A total of 3,430,564 Units were subscribed for by rightsholders, representing an approximate 33.5% oversubscription. 2,463,548 Units, representing more than 95% of the available Units, were subscribed for pursuant to the basic subscription privilege and the remaining available Units were subscribed for by rightsholders pursuant to the additional subscription privilege. Investors should consult with their brokers or other intermediaries through which they exercised rights to determine their allotment of Units under the additional subscription privilege. As such, a total of 2,569,575 Common Shares and 2,569,575 Warrants were issued for gross proceeds of approximately $12.85 million.
As no rights were delivered to any registered or beneficial holder of Gazit America's Common Shares who had, or who appeared to Gazit America or Computershare Investor Services Inc., to have, an address not in Canada as of the record date, in lieu of rights, such non-resident shareholders have received, or will shortly receive, their pro rata share of the cash proceeds (if any) from the sale of such rights, less commissions, expenses and applicable withholding taxes.
Concurrently with the closing of the rights offering, Gazit America completed its previously announced private placement of Units, pursuant to which Gail Mifsud, Gazit America's Chief Executive Officer, purchased 100,000 Units and Lenis Quan, Gazit America's Chief Financial Officer, purchased 20,000 Units, each at a price of $5.00 per Unit, for additional proceeds of $0.6 million. The terms of the Units and Warrants issued in the private placement are identical to those issued in the rights offering, except that Ms. Mifsud and Ms. Quan have agreed, subject to certain exceptions, that they will not sell or otherwise dispose of any of the Common Shares or Warrants received in the private placement (or Common Shares received on exercise of the Warrants) for a period of one year from the closing and, thereafter, they will retain at least one-half of such Common Shares or Warrants (or Common Shares received on exercise of the Warrants) until at least the second anniversary of the closing.
"We are delighted to complete our first capital raise and are encouraged by the positive response as it was over-subscribed," said Ms. Mifsud, Chief Executive Officer of Gazit America.
The Warrants will be listed on the Toronto Stock Exchange under the symbol GAA.WT.
Upon closing, there were a total of 15,537,452 Common Shares and 2,689,575 Warrants issued and outstanding.
ABOUT GAZIT AMERICA (TSX: GAA)
Gazit America is focused on entrepreneurial real estate opportunities including the acquisition and development of income-producing properties, investments in public and private real estate entities, investments in joint ventures and other structured acquisitions and investments in commercial and residential mortgage-backed securities. Gazit America currently owns approximately 15.4% of Equity One, Inc. (approximately 13.2% if the transaction recently announced by Equity One closes and the joint venture units are fully converted), a company that trades on the New York Stock Exchange under the ticker EQY, and three properties comprised of six medical office buildings totalling approximately 164,000 square feet of rentable space located in Cambridge, London and Ottawa, Ontario.
For further information: regarding Gazit America: Gail Mifsud, C.E.O., Gazit America Inc., 109 Atlantic Avenue, Suite 303, Toronto, Ontario, Canada, M6K 1X4, Tel: (416) 447-6400, Fax: (416) 447-6488, [email protected], www.gazitamerica.com
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