Gazit-Globe Announces Sale of Common Shares of First Capital Realty Inc.

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TEL-AVIV, Israel, April 11, 2019 /CNW/ - Gazit-Globe Ltd. GZT ("Gazit-Globe" or the "Company"), a leading global real estate company focused on the ownership, management and development of retail and mixed use properties in urban markets, announces today that it has completed its previously announced sale of 22,000,000 common shares (the "Shares") of First Capital Realty Inc. ("First Capital Realty").

The Shares were indirectly sold by the Company through its wholly-owned subsidiary, Gazit Canada Inc. ("Gazit Canada"), in a secondary offering on a "bought deal" basis to a syndicate of underwriters in each of the Provinces of Canada pursuant to a short form prospectus of First Capital Realty dated March 13, 2019 (the "Secondary Offering").  The Shares were sold at a price of $20.60 per Share for total gross proceeds to the Company of approximately $453 million.  The Shares sold by the Company represent approximately 8.6% of the issued and outstanding Shares of First Capital Realty.

The Shares were sold on an instalment receipt (the "Instalment Receipts") basis at a price of $20.60 per Share, of which $10.30 per Share was paid on the date hereof for gross proceeds of approximately $226 million and such proceeds have been placed into escrow pending the completion of the previously announced share repurchase by First Capital Realty of an additional 36,000,000 of its Shares held by Gazit Canada (the "Concurrent Share Repurchase").  The remaining $10.30 per Share is payable by holders of Instalment Receipts to Gazit Canada at any time following the completion of the Concurrent Share Repurchase and no later than April 13, 2020.  Closing of the Concurrent Share Repurchase is expected to occur on April 16, 2019, subject to the satisfaction of customary closing conditions.

Prior to completion of the Secondary Offering, the Company beneficially owned and exercised control or direction over 79,636,749 Shares, representing approximately 31.3% of the issued and outstanding Shares of First Capital Realty. Following completion of the Secondary Offering, the Company now beneficially owns, and exercises control or direction over, 57,636,749 Shares, representing approximately 22.7% of the issued and outstanding Shares of First Capital Realty.  If the Concurrent Share Repurchase is completed, the Company's ownership interest in First Capital Realty will be further reduced from approximately 22.7% currently to approximately 9.9%.

The disposition of the Shares in the Secondary Offering (and the Shares to be disposed of if the Concurrent Share Repurchase is completed) was made, among other considerations, in furtherance of Gazit-Globe's strategy to decrease its stake in mature public equity investments, reduce leverage, and increase Gazit-Globe's direct real estate holdings.  Gazit-Globe intends to review its investment in First Capital Realty on a continuing basis. Depending on various factors including, without limitation, First Capital Realty's financial position, the price levels of the securities of First Capital Realty, the tax efficiency of the securities of First Capital Realty to Gazit-Globe, conditions in the securities markets and general economic and industry conditions, Gazit-Globe's business or financial condition and other factors and conditions Gazit-Globe may deem appropriate from time to time, Gazit-Globe may, subject to certain conditions agreed upon in connection with the Secondary Offering and the Concurrent Share Repurchase, take such actions with respect to its investment in First Capital Realty as Gazit-Globe deems appropriate including, without limitation, acquiring, exchanging, converting, selling, or otherwise disposing of securities of First Capital Realty. In addition, Gazit-Globe may formulate other purposes, plans or proposals regarding First Capital Realty or any of its securities to the extent deemed advisable in light of general investment and trading policies, market conditions or other factors or may change its intention with respect to any and all matters referred to in this news release.

An early warning report will be filed by the Company in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained directly from Alexandra Correia, Corporate Secretary of Gazit Canada upon request at King Liberty Village, 85 Hanna Avenue, Suite 400, Toronto, Ontario, M6K 3S3, (416) 504-4114.

First Capital Realty's head and registered office is located at King Liberty Village, 85 Hanna Avenue, Suite 400, Toronto, ON M6K 3S3.

About Gazit-Globe

Gazit-Globe is a leading global real estate company focused on the ownership, management and development of retail and mixed use properties in North America, Brazil, Israel, northern, central and Eastern Europe, located in urban growth markets. Gazit-Globe is listed on the Tel Aviv Stock Exchange GZT and is included in the TA-35 index in Israel.  As of December 31, 2018, Gazit-Globe owns and operates 103 properties, with a gross leasable area of approximately 2.5 million square meters and a total value of approximately NIS 41 billion.

SOURCE Gazit-Globe Ltd.

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