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lifegear

05/14/08 8:15 PM

#129 RE: Stock #128

5. Estimated quantum of dividends to the Company’s Series A Preferred Shareholders



Under the Company’s constitutional documents, the Company’s Series A Preferred Shareholders are entitled to receive:


i.
a preference dividend in a liquidation of $25 per share; and


ii.
accrued but unpaid dividends in a liquidation prior to payments to other shareholders.


Funds available for distribution to shareholders of the Company will be paid to holders of the Company’s Series A Preferred Shares in priority to the Company’s common shareholders to the extent described above.

Following the completion of LaSalle’s Scheme and the Transaction (and making allowance for accrued expenses and liquidation fees), the JPLs estimate that the holders of the Company’s Series A Preferred Shares will receive a liquidation dividend of between US$10 and US$11 per Series A Preferred Share (compared to the estimate we provided in our previous 8-K of between $9 and $10 per share). This estimate is based on a number of assumptions, including that no material creditor claims are filed in the liquidations of either LaSalle or the Company over and above the level of known creditor claims. Any one or more of these assumptions could prove to be wrong, in which case the projected liquidation dividend could vary (even materially) from that set forth above.