Global 45 Split rights offering
2007-11-06 18:07 MT - Rights Offering
TSX bulletin 2007-1571
Rights symbol: GFV.RT
Cusip number for rights: 379345 11 9
Shareholder entitlement: One right for each Class A share held on the record date
Terms of the rights: Three rights plus $24.40 per unit, each unit consisting of one Class A share and one preferred share.
Expiry time: 4 p.m. (Toronto time) on Dec. 7, 2007
Ex rights date: Nov. 8, 2007
Record date: Nov. 13, 2007
Designated market-maker: W.D. Latimer Co. Ltd.
Additional information on the rights offering may be found in the company's short form prospectus dated Oct. 31, 2007, which is available at www.sedar.com. Capitalized terms used but not otherwise defined are as defined in the prospectus.
Holders of Class A shares of Global 45 Split Corp. of record as of the close on Nov. 13, 2007, will be granted rights to subscribe for and purchase units. Each holder of Class A shares at the close on the record date is entitled to receive one right for each Class A share held. Three rights entitle the holder thereof to purchase one unit, each unit consisting of one Class A share and one preferred share of the company, at a price of $24.40 per unit on or before 4 p.m. (Toronto time) on Dec. 7, 2007.
The Class A shares of the company will commence trading on an ex rights basis at the open on Nov. 8, 2007, at which time the rights will be posted for trading on a when-issued basis. Except as otherwise provided in the prospectus, the rights will be issued in book-entry-only form. On the record date, the company will cause one or more global rights certificates to be delivered to, and registered in the name of, CDS Clearing and Depository Services Inc. or its nominee. No holder of rights will be entitled to a certificate or other instrument from the company or CDS evidencing that holder's ownership of rights, and no holder of rights will be shown on the records maintained by CDS except through a book-entry account of a CDS participant acting on behalf of such holder. The company expects that each shareholder will receive a confirmation of the number of rights owned from its respective CDS participant in accordance with the practices and procedures of that CDS participant. CDS participants include securities brokers and dealers, banks and trust companies. CDS will be responsible for establishing and maintaining book-entry accounts for its participants holding rights.
A subscriber may subscribe for units by instructing the CDS participant holding the subscriber's rights to exercise all or a specified number of such rights and forwarding the subscription price for each unit subscribed for to the CDS participant which holds the subscriber's rights. Each holder of rights who has initially subscribed for all of the units to which such holder is entitled pursuant to the basic subscription privilege may subscribe for additional units, if available, at a price equal to the subscription price for each additional unit. The number of additional units available for all additional subscriptions will be the difference, if any, between the number of units issuable upon exercise of rights and the total number of units subscribed for pursuant to the basic subscription privilege at the expiry time (the additional subscription privilege). Subscription for additional units will be received subject to allotment only. If any holder of rights has subscribed for fewer additional units than such holder's pro rata allotment of additional units, the excess additional units will be allotted in a similar manner among the holders who were allotted fewer additional units than they subscribed for. To apply for additional units under the additional subscription privilege, shareholders must forward their request to a CDS participant prior to the expiry time. Payment for additional units, in the same manner as for the basic subscription privilege, must accompany the request when it is delivered to the CDS participant. Shareholders that wish to acquire units pursuant to this offering, must provide the CDS participant holding their rights with instructions and the required payment sufficiently in advance of the expiry time to permit the proper exercise of their rights. CDS participants will have an earlier deadline for receipt of instructions and payment.
Fractional units will not be issued upon the exercise of rights. Each shareholder holding a number of rights not evenly divisible by three will be required to round down its subscription to the next lowest number of units.
This offering is made in Canada and not in the United States or any territory or possession thereof. Accordingly, neither a subscription nor an application for units will be accepted from any person, or his agent, who appears to be, or who the company has reason to believe is, a citizen or resident of the U.S. or its territories or possessions. The CDS participant(s) for U.S. shareholders may, prior to the expiry date, attempt to sell the rights allotable to such U.S. shareholders at the price or prices it determines in its sole discretion. Any proceeds received by the CDS participant(s) with respect to such rights will be delivered by the CDS participant(s) mailing cheques in Canadian funds, as soon as practicable to such U.S. shareholders at their last recorded addresses or held for the account of such shareholder as the shareholder may direct.
It is anticipated that the prospectus will be mailed to shareholders on or about Nov. 16, 2007.
The company has retained National Bank Financial Inc. as dealer manager to form a soliciting dealer group in which members of the Investment Dealers Association of Canada, the Toronto Stock Exchange and the TSX Venture Exchange will be invited to join for the purpose of soliciting subscriptions for the units offered under the offering. Under this agreement the dealer manager has agreed to facilitate the exercise of the rights and the subscription for units. In consideration for such services, the company has agreed to pay the dealer manager a fee of $100,000 and a fee of 10 cents for each unit issued under the offering. The company has also agreed to pay a subscription fee of 30 cents per unit in respect of each subscription procured by a member of the soliciting dealer group (including the dealer manager).
Trading and settlement rules
Trade dates Settlement dates
Dec. 4, 2007 Dec. 6, 2007
Dec. 5, 2007, and Dec. 6, 2007 Cash next day
Dec. 7, 2007 Cash same day
1. All trades on Dec. 4, 2007, will be for special settlement on Dec. 6, 2007. These trades will appear on the CDS settlement report and will be recorded with a settlement date of Dec. 6, 2007.
2. All trades on Dec. 5, 2007, and Dec. 6, 2007, will trade for cash settlement the following business day. Trades on Dec. 7, 2007, from the open to noon will be for same-day cash settlement.
3. Selling participating organizations must have the rights that are being sold in their possession or owed to them through clearing prior to such sale.
4. Should fail positions exist on the expiry date, purchasing participating organizations have the option of paying for the rights purchased and demanding delivery of the securities into which the rights are exercisable.
Investors should contact their broker for information or advice on their investment.
