Gazit America Inc. -- s. 1(6) of the OBCA

Headnote

Filer deemed to have ceased to be offering its securities to the public under the OBCA.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16 as am., ss. 1(6).

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT (ONTARIO),

R.S.O. 1990, C B.16, AS AMENDED

(the OBCA)

AND

IN THE MATTER OF GAZIT AMERICA INC.

(the Applicant)

ORDER

(Subsection 1(6) of the OBCA)

UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

AND UPON the Applicant representing to the Commission that:

1. The Applicant is an "offering corporation" as defined in the OBCA;

2. The Applicant is authorized to issue an unlimited number of common shares (Common Shares);

3. The Applicant's registered address located at 109 Atlantic Avenue, Suite 303, Toronto, Ontario M6K 1X4;

4. On June 20, 2012, the Applicant entered into an agreement with Gazit-Globe Ltd. (Gazit-Globe), being the sole shareholder of Gazit Maple Inc., and First Capital Realty Inc. (First Capital Realty) to complete a transaction by way of statutory plan of arrangement in accordance with the Business Corporations Act (Ontario) (the Arrangement);

5. The Applicant's issued and outstanding share capital immediately prior to the effective time of the Arrangement was 23,345,088 Common Shares;

6. The Arrangement was completed on August 8, 2012;

7. Pursuant to the Arrangement, Gazit-Globe indirectly acquired the 6,311,114 Common Shares not already beneficially owned by it, resulting in Gazit-Globe holding 100% of the 23,345,088 outstanding Common Shares, and First Capital Realty indirectly acquired the medical office and retail properties of the Applicant and the related debt;

8. Pursuant to the Arrangement, the Applicant acquired all of the issued and outstanding warrants to purchase Common Shares of the Applicant expiring November 30, 2015 (2010 Warrants) and all of the outstanding warrants to purchase Common Shares of the Applicant expiring November 30, 2016 (2011 Warrants).

9. Prior to the completion of the Arrangement, the Common Shares, the 2010 Warrants and the 2011 Warrants were listed for trading on the Toronto Stock Exchange under the symbols "GAA", "GAA.WT", and "GAA.WT.A", respectively;

10. The Common Shares, the 2010 Warrants and the 2011 Warrants were delisted from the Toronto Stock Exchange as of the close of business on August 13, 2012;

11. No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;

12. Pursuant to the terms of the Arrangement, the Applicant amalgamated with Gazit Maple Inc. and all of the Common Shares have been cancelled. The stated capital of the amalgamated entity is an amount equal to the common shares and preferred shares of Gazit Maple Inc. that were issued and outstanding immediately prior to the effective time of the Arrangement, which are all held directly by Gazit-Globe;

13. The Applicant has no intention to seek public financing by way of an offering of securities;

14. The Applicant is not a reporting issuer or equivalent in any jurisdiction in Canada.

AND UPON the Commission being satisfied to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

DATED at Toronto on this 11th day of September, 2012.