Find Q&A here from the document. (I formatted this real quickly, gotta take off from work)
QUESTIONS AND ANSWERS REGARDING THE SPIN-OFF OF GOCOM CORPORATION
How could I benefit from the
Spin-Off?
The spin-off will give you a direct investment in two companies
with distinctly different businesses and create a diversification
of your investment holdings. GOIP believes that after the spinoff,
management of each company will be able to concentrate
its attention and financial resources on its core business.
What do I have to do to
participate in the Spin-Off?
Nothing. No proxy or vote is necessary for the spin-off. If you
own GOIP common stock as of the close of business on July
29, 2011, GOCOM Common Stock will be mailed to you or
credited to your brokerage account by January 1, 2012. You
need not mail in GOIP Global stock certificates to receive
GOCOM Common Stock certificates. You will not receive
new GOIP Global stock certificates.
Please explain the Distribution Ratio One (1) share of GOCOM will be distributed for every 625
shares of GOIP common stock owned as July 29, 2011.
For example, if you own 100,000 shares of GOIP common stock as
of the close of business on July 29, 2011, you will receive 160
shares of GOCOM Common Stock. No distribution will be
made of one (1) share or less; instead, shareholders who would
be entitled to receive one (1) of GOIP common stock will
receive a cash payment of $3.00 (ACash Payment@).The stock
dividend is expected to be distributed on January 1,
2012.
What are the tax consequences of thedistribution to GOIP shareholders
The amount received by each GOIP shareholder for U.S. federal
income tax purposes will be the fair market value of the
GOCOM common stock received in the distribution or the Cash
Payment received in lieu of receiving one (1) share of GOCOM
common stock, as more specifically described in this
Information Statement. The distribution will not qualify as a
tax-free distribution under Section 355 of the U.S. Internal
Revenue Code. You should consult with your own tax adviser to
determine your individual tax circumstances.
If I sell my shares of GOIP before the
GOCOM shares are distributed, will I
still be entitled to receive GOCOM
common stock in the distribution?
In order for you to receive shares of GOCOM in the
distribution, you must have owned shares of GOIP common
stock on July 29, 2011 (AEx-dividend Date@). If you owned
shares of GOIP common stock but sold them before the Exdividend
Date, you also sold your entitlement to receive shares
of GOCOM common stock in the distribution. If you owned
shares of GOIP common stock and sold them on or after the Exdividend Date, you will be entitled to receive shares of GOCOM
common stock in the Distribution or the cash payment of $3.00
in lieu of receiving the one (1) share of GOCOM common stock
you would have been entitled to receive.
What if I hold my shares through a broker, bank or other nominee? Shareholders who hold their GOIP shares on the Record Date
through a broker, bank or other nominee will have their account
credited with either the GOCOM common stock or the cash
payment, as the case may be. For additional information, those
shareholders should contact their broker, bank or other nominee
directly. Questions regarding the distribution also can be
directed to our transfer agent, Manhattan Transfer Registrar at
(631) 928-7655.
Will shares trade any differently as
a result of the spin-off?
Yes. The common stock of GOIP will continue to be quoted by
OTC Markets Group. However, the common stock of GOCOM
will not be immediately tradeable and there will be restrictions
on your transfer of the GOCOM common stock until GOCOM
becomes a reporting company with the United States Securities
& Exchange Commission (ASEC@). It is expected that
GOCOM will take the appropriate action to become a reporting
company on or before January 1, 2012.
Will GOIP and GOCOM be related in any way after the Spin-Off? GOIP will no longer own any GOCOM common stock after the
spin-off. However, GOIP and GOCOM will have a few
common directors after the spin-off.
Key Terms of the Spin-off Transaction
No Shareholder Action Required No action of the shareholders of GOIP is required to receive the
GOCOM common stock. You do not need to surrender GOIP
stock to receive GOCOM common stock. The number of shares
of GOIP stock you own will not change as a result of the spinoff.
Record Date You need to own GOIP common stock as of July 29, 2011 to receive GOCOM common stock.
Distribution Ratio You will receive one (1) share of GOCOM common stock for
every 625 shares of GOIP common stock you own as of the
close of business on July 29, 2011.
Shares to be Distributed All GOCOM common stock owned by GOIP will be distributed
in the spin -off. Based on 3,130,204,033 shares of GOIP
common stock outstanding as of July 29, 2011, approximately
5,000,000 shares of GOCOM common stock will be distributed.
Mailing Date The GOCOM common stock certificates will be mailed to GOIP
shareholders on or about January 1, 2012.
No Fractional Shares will be Issued Fractional shares will not be distributed. The GOCOM common stock
to be received by any shareholder will be rounded- up to the
nearest whole number of shares.
Who Can Help Answer Your Questions
Before the distribution, shareholders of GOIP with inquiries relating to the distribution should contact:
GOIP Global, Inc.
152 Madison Avenue - 23rd Floor
New York, NY 10016
Telephone: (877) 730-0191
After the distribution, shareholders of GOCOM with inquiries relating to their GOCOM common stock should
contact:
GOCOM Corporation
100 King Street West-Suite 5600
Toronto, ON M5X 1C9 Canada
Telephone 800-818-1385
