Acuity Small Cap to list on TSX on Aug. 2
2007-07-31 19:07 MT - New Listing
TSX bulletin 2007-1102
An application has been granted for the original listing in the industrial category of up to 28.75 million Class A shares and up to 14,375,000 Class A share purchase warrants of the company, of which up to 12.5 million Class A shares and up to 12.5 million warrants will be issued and outstanding, and up to 16.25 million Class A shares and 1,875,000 warrants will be reserved for issuance upon completion of a public offering.
Listing of the Class A shares and warrants will become effective at 5:01 p.m. on Wednesday, Aug. 1, 2007, in anticipation of the offering closing on Thursday, Aug. 2, 2007. The Class A shares and warrants will be posted for trading at the open on Thursday, Aug. 2, 2007.
Each warrant will entitle the holder to purchase one Class A share at a price of $12 by 4 p.m. (Toronto time) on Jan. 15, 2010, by notifying Computershare Trust Co. of Canada between Jan. 2, 2010, and the warrant expiry time. The warrants may only be exercised on this day. The warrants will be governed by the terms of a warrant indenture between the company and Computershare Trust Co. of Canada. The warrant indenture provides for appropriate adjustments to the warrants in the event of stock dividends, subdivisions, consolidations and other terms of the capital reorganization.
Registration of interests in and transfers of Class A shares and the warrants will be made only through the book-entry-only system of CDS Clearing and Depository Services Inc. Class A shares and warrants must be purchased, transferred and surrendered for retraction only through a CDS participant. Beneficial owners of Class A shares and warrants will not have the right to receive physical certificates evidencing their ownership.
Additional information on the Class A shares and warrants may be found in the final prospectus dated July 23, 2007, which is available at www.sedar.com. Capitalized terms not otherwise defined are as defined in the prospectus.
Class A share symbol: ASF
Class A share Cusip No.: 00509R 10 6
Class A share trading currency: Canadian dollars
Warrant symbol: ASF.WT
Warrant Cusip No.: 00509R 11 4
Warrant trading currency: Canadian dollars
Temporary market-maker: Desjardins Securities Inc.
Other markets: None
Incorporation: The company is a mutual fund corporation, incorporated under the Business Corporations Act (Ontario) by Articles of Incorporation dated June 6, 2007.
Manager and trustee: Acuity Funds Ltd.
Investment adviser: Acuity Investment Management Inc. Custodian: CIBC Mellon Trust Co.
Fiscal year-end: Dec. 31
Transfer agent and registrar: Computershare Investor Services Inc. has been appointed as transfer agent and registrar for the Class A shares and Computershare Trust Co. of Canada has been appointed as transfer agent and registrar for the warrants at its principal office in Toronto.
Nature of business: The company has been created to invest in an actively managed portfolio consisting primarily of securities of small capitalization publicly listed and, to a lesser extent, private issuers that Acuity Investment Management Inc. believes have the potential for significant capital appreciation. The corporation intends to invest on an opportunistic basis in a broadly diversified group of issuers including, but not limited to, listed and unlisted issuers that are engaged in: (i) environmental technologies; (ii) the production of and/or exploration for basic and precious metals; (iii) energy (in particular, uranium and oil and gas services); (iv) information technology; and (v) health care and biotechnology.
Distributions: The company intends to pay monthly distributions. The indicative distribution for the first 21 months of the company is expected to be 4.16 cents per Class A share per month (50 cents per year, or 5 per cent per year based on the original issue price of $10 per unit). Commencing in 2009, the corporation will annually determine and announce each March an indicative distribution amount for the following 12 months based upon the prevailing market conditions. The initial cash distribution is anticipated to be payable on Oct. 12, 2007, to shareholders of record on Sept. 28, 2007. The company may make additional distributions in any given year.
Public offering: Pursuant to the terms of the prospectus, up to 12.5 million units are being offered to the public at a price of $10 per unit by CIBC World Markets Inc., Canaccord Capital Corp., BMO Nesbitt Burns Inc., National Bank Financial Inc., TD Securities Inc., Dundee Securities Corp., HSBC Securities (Canada) Inc., Raymond James Ltd., Berkshire Securities Inc., Blackmont Capital Inc., Desjardins Securities Inc., GMP Securities LP, IPC Securities Corp., Richardson Partners Financial Ltd. and Wellington West Capital Inc., as agents. Each unit consists of one Class A share and one warrant. In addition, the underwriters have been granted an overallotment option to purchase units up to 15 per cent of the total number of Class A shares and 15 per cent of the total number of warrants at closing. The units will separate into Class A shares and warrants immediately upon issue.
