TRF.RT - First Asset Energy & Resource rights offering
2007-11-20 17:49 MT - Rights Offering
TSX bulletin 2007-1637
Rights symbol: TRF.RT
Rights Cusip No.: 31862T 11 6
Unitholder entitlement: One right for each unit held on the record date
Terms of the rights: Four rights plus $24 per unit
Expiry time: 4 p.m. (local time) on Jan. 3, 2008
Ex rights date: Nov. 22, 2007
Record date: Nov. 26, 2007
Designated market-maker: Orion Securities Inc.
Additional information on the rights offering may be found in the fund's rights offering circular dated Nov. 13, 2007, which is available at www.sedar.com. Capitalized terms used but not otherwise defined are as defined in the circular.
Holders of limited partnership units of First Asset Energy & Resource Fund of record at the close on Monday, Nov. 26, 2007, will be granted transferable rights to subscribe for and purchase additional units of the fund. Each holder of units at the close on the record date is entitled to receive one right for each unit held. Four rights entitle the holder thereof to purchase one unit at a price of $24 per unit on or before 4 p.m. (local time) on Jan. 3, 2008.
The units of the fund will commence trading on an ex rights basis at the open on Thursday, Nov. 22, 2007, at which time the rights will be posted for trading on a when-issued basis. On the record date, the fund will cause rights certificates to be delivered to, and registered in the name of, each registered unitholder, including CDS Clearing & Depository Services Inc. or its nominee. Rights certificates will not be mailed to unitholders who hold their units indirectly through a broker or a participant in the CDS system. Such unitholders will be issued the rights in book-entry form. The fund expects that each unitholder who holds their units indirectly through a broker or CDS participant 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 will be responsible for establishing and maintaining book-entry accounts for its participants holding rights.
In order to exercise their rights, registered unitholders must properly complete and sign Form 1 on the rights certificate and deliver or mail it together with payment in full of the subscription price in Canadian funds by certified cheque, bank draft or money order payable to the order of Computershare Investor Services Inc. so as to be received at the Toronto offices of Computershare prior to the expiration time on the expiry date. A subscriber that holds through a CDS participant 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. Such unitholders must provide the CDS participant holding their rights with instructions sufficiently in advance of the expiration time to permit the proper exercise of their rights. CDS participants will have an earlier deadline for receipt of instructions and payment than the expiration time on the expiry date. Only whole units may be subscribed for. Fractional units will not be issued and a unitholder holding a total number of rights not equally divisible by four will not be entitled to subscribe for an additional unit with any remainder of less than four rights. Each holder of rights who has initially subscribed for all of the units to which he or she is entitled pursuant to the basic subscription privilege has the right to subscribe for additional units, if available, at the 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 date (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 subscribers who were allotted fewer additional units than they subscribed for.
To apply for additional units under the additional subscription privilege, a registered unitholder must properly complete and sign Form 2 on the rights certificate and deliver it to Computershare prior to the expiry date. A subscriber that holds through a CDS participant must forward their request to a CDS participant prior to the expiry date. Payment for additional units, in the same manner as for the basic subscription privilege, must accompany the request or rights certificate, as the case may be.
This offering is made in Canada and not in the United States or any territory or possession thereof. This offering is not, and under no circumstances is to be construed as, an offering of any rights or units for sale in the U.S. or any territory or possession thereof or an offering to any national or resident of the U.S. or any territory or possession thereof or a solicitation therein of any offer of rights or units of the fund. Accordingly, neither a subscription nor an application for additional units will be accepted from any person, or his agent, who appears to be, or who the fund has reason to believe is, a national or resident of the U.S. or its territories or possessions. The CDS participant(s) for U.S. unitholders who hold their units through a CDS participant may, prior to the expiration date, attempt to sell the rights allotable to such U.S. unitholders 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 practisable to such U.S. unitholders at their last recorded addresses or held for the account of such unitholder as the unitholder may direct. It is anticipated that the circular and rights certificates will be mailed to registered unitholders on or about Dec. 3, 2007.
The fund has retained National Bank Financial Inc. to form a facilitating 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 hereby. 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 fund has agreed to pay the dealer manager a fee of $100,000 plus a fee of 10 cents for each unit issued pursuant to the offering. The fund has also agreed to pay a subscription fee of 30 cents per unit in respect of each subscription procured by a member of the facilitating dealer group (including the dealer manager).
Trading and settlement rules
Trade dates Settlement dates
Dec. 28, 2007 Jan. 2, 2008
Dec. 31, 2007, and Jan. 2, 2008 Cash next day
Jan. 3, 2008 Cash same day
1. All trades on Dec. 28, 2007, will be for special settlement on Jan. 2, 2008. These trades will appear on the CDS settlement report and will be recorded with a settlement date of Jan. 2, 2008.
2. All trades on Dec. 31, 2007, and Jan. 2, 2008, will trade for cash settlement the following business day. Trades on Jan. 3, 2008, 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.
AI
