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Company Report, March 2012

Gazit America Inc. Annual Information Form

  • March 2012
  • 76 pages

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  • Geographic Coverage

    Canada  

    United States  

  • Type of data

    Company Financials  

    Company  

    Corporate Finance  

    M&a  

  • Gazit America Inc. ANNUAL INFORMATION FORM 1
  • March 23, 2012 1
  • CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 4
  • CORPORATE STRUCTURE 5
  • Principal Subsidiaries 5
  • Incorporation 5
  • DESCRIPTION OF SHARE CAPITAL 6
  • Preferred Shares 6
  • Common Shares 7
  • DEVELOPMENT OF THE BUSINESS 7
  • History 7
  • Three Year History 8
  • DESCRIPTION OF THE BUSINESS 15
  • Business Strategy 15
  • Operating Performance 16
  • Total 16
  • Net operating income 16
  • Background to the Medical Office and Canadian Health Care Sector 17
  • The Company's Property Portfolio 18
  • Property 19
  • Location 19
  • Acquisition date 19
  • Size (sq ft) 19
  • Acquisition cost $m* 19
  • Investment in Equity One 22
  • Employees of the Company 24
  • Growth Strategy 24
  • Indebtedness 26
  • December 31 2011 26
  • Indebtedness Owing to First Capital 27
  • Gazit Maple Credit Facility 28
  • Asset Breakdown by Currency Interest 28
  • RISK FACTORS 28
  • Risks Relating to the Company 28
  • Risks Relating to Investments in Medical Office and Redevelopment Properties 34
  • Risks Relating to the Company's Relationship with the Gazit Group 36
  • Risks Relating to Common Shares 38
  • DIVIDENDS 39
  • Risks Relating to Taxation 39
  • STOCK EXCHANGE LISTINGS 39
  • PRIOR SALES 41
  • DIRECTORS AND OFFICERS 41
  • AUDIT COMMITTEE 45
  • Audit Committee Charter 46
  • Composition of the Audit Committee 46
  • Relevant Education and Experience 46
  • Pre-Approval Policies and Procedures 46
  • External Auditor Service Fees 46
  • INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 47
  • PRINCIPAL SHAREHOLDERS 47
  • MATERIAL CONTRACTS 48
  • Relationship Agreement 48
  • Gazit Group USA Services Agreement 49
  • Gazit Canada Services Agreement 50
  • The Warrant Indentures 51
  • ADDITIONAL INFORMATION 53
  • TRANSFER AGENT AND REGISTRAR 53
  • EXPERTS 53
  • APPENDIX A: AUDIT COMMITTEE CHARTER 54
  • 1. RESPONSIBILITY 58
  • GAZIT AMERICA INC. AUDIT COMMITTEE CHARTER 58
  • 2. MEMBERS 58
  • 3. DUTIES 58
  • Appointment and Review of the Auditor 58
  • (b) Confirmation of the Auditor's Independence 59
  • Pre-Approval of Non-Audit Services 60
  • (d) Communications with the Auditor 60
  • Review of the Audit Plan 61
  • Review of Audit Fees 61
  • Review of Financial Statements 61
  • Evaluation and Compensation of the Chief Financial Officer 63
  • Relations with Senior Management 63
  • (h) Review of Other Financial Information 63
  • (k) Oversight of Internal Controls and Disclosure Controls 64
  • Establishment of the Internal Audit Function 64
  • (m) Legal Compliance 64
  • (n) Risk Management 65
  • 4. COMPLAINTS PROCEDURE 65
  • Taxation Matters 65
  • Employees of the Auditor 65
  • (q) Conduct and Ethics 65
  • 5. REPORTING 65
  • 6. AUDIT COMMITTEE MEETINGS 66
  • Scheduling 66
  • (b) Notice 66
  • Agenda 66
  • (d) Distribution of Information 66
  • Attendance and Participation 67
  • Quorum 67
  • Voting and Approval 67
  • Procedures 67
  • Transaction of Business 67
  • Absence of Chairman of the Audit Committee 67
  • Secretary 67
  • (l) Minutes of Meetings 67
  • 7. CHAIR 68
  • 8. REMOVAL AND VACANCIES 68
  • 11. ACCESS TO OUTSIDE ADVISORS AND RECORDS 68
  • 9. ASSESSMENT 68
  • 10. REVIEW AND DISCLOSURE 68
  • BACKGROUND 69
  • Audit-Related Services 70
  • Tax Services 70
  • All Other Services 70
  • Audit Services 70
  • PRE-APPROVAL POLICY 71
  • All Other Services 71
  • A. Audit Services 71
  • B. Pre-Approval of Audit-Related, Tax and Other Services 71
  • C. Approval of Additional Services 71
  • Audit Services 71
  • Audit-Related Services 71
  • Tax Services 71
  • Services where the aggregate fees, in respect of each engagement, are estimated
  • to be over $50,000 72
  • APPENDIX A 73
  • Audit Services 73
  • LIST OF PRE-APPROVED SERVICES 73
  • Audit-Related Services 73
  • Tax Services 73
  • All Other Services 74
  • Gazit America Inc. (Ontario) 5
  • Other expenses 16
  • Net operating income 16
  • Total Canadian dollar denominated 26
  • In thousands of dollars (Cdn equivalent) as at December 31, 2011 28

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