Securities Law

62-502F1 - Takeover Bid Circular [F Proposed - Lapsed]

Published Date: 2004-06-25
Rescinded Date: 2006-05-31
June 25, 2004Proposed
Form 62-502F1
Takeover Bid Circular

This is the form required under section 17(7) of
BC Instrument 62-502 Takeover Bids and Issuer Bids for a takeover bid circular.

1. Name of offeror

2. Name of offeree issuer

3. Securities subject to bid

State the class of securities that are the subject of the bid and a description of the rights of the holders of any other class of securities that have a right to participate in the offer.

4. Ownership of securities of offeree issuer

State the number, designation and percentage of outstanding securities of any class of securities of the offeree issuer beneficially owned or over which control or direction is exercised by the offeror and by each director and senior officer of the offeror, and, where known after reasonable enquiry, by:

(a) each associate of a director or senior officer of the offeror,(b) any person holding more than 10 per cent of any class of equity securities of the offeror, and

(c) any person acting jointly or in concert with the offeror

or, in each case where no securities are so owned, directed or controlled, a statement to that effect.

5. Trading in securities of offeree issuer

State, where known after reasonable enquiry has been made, the number and designation of any securities of the offeree issuer traded by the persons referred to in item 4 during the six-month period preceding the date of the takeover bid, including the purchase or sale price and the date of each such transaction. If no such securities were traded, so state.

6. Commitments to acquire securities of offeree issuer

Disclose all arrangements, agreements, commitments or understandings made by the offeror, and, where known after reasonable enquiry, by the persons referred to in item 4 to acquire equity securities of the offeree issuer, and the terms and conditions of any such commitments.

7. Terms and conditions of the bid

State the terms of the takeover bid. State, where the obligation of the offeror to take up and pay for securities under the takeover bid is conditional, the particulars of each condition.

8. Payment for deposited securities

State the particulars of the method and time of payment of the cash or other consideration to be paid for the securities of the offeree issuer.

9. Right to withdraw deposited securities

Describe the withdrawal rights of the securityholders of the offeree issuer under the bid. State that notice of withdrawal of securities deposited must be given in a manner that provides the depository designated under the bid with a written or printed copy and must be actually received by the depository.

10. Arrangements to pay for deposited securities

State the source of any funds to be used for payment and, if such funds are to be borrowed, the terms of the loan, the circumstances under which it must be repaid and the proposed method of repayment.

11. Trading in the securities to be acquired

State the principal market or markets for the securities of the offeree issuer sought to be acquired pursuant to the takeover bid and indicate any change in a principal market that is planned following the bid, including but not limited to listing or de-listing on a stock exchange. Furnish, where reasonably ascertainable, a summary showing in reasonable detail the volume of trading and price range of the securities in the six-month period preceding the date of the takeover bid. State the date that the takeover bid to which this circular relates was announced to the public and the market price of the securities immediately before such announcement.

12. Arrangements between the offeror and the directors and officers of offeree issuer

State the particulars of any arrangement, agreement, commitment or understanding made or proposed to be made between the offeror and any of the directors or senior officers of the offeree issuer, including particulars of any payment or other benefit proposed to be made or given by way of compensation for loss of office or as to their remaining in or retiring from office, if the takeover bid is successful.

13. Valuation

Where a valuation is provided:
(a) include a summary of the valuation disclosing the basis of computation, scope of review, relevant factors and their values, and the key assumptions on which the valuation is based, and

(b) advise where copies of the valuation are available for inspection and state that a copy of the valuation will be sent to any registered holder of securities of the offeree issuer sought to be acquired upon payment of a charge sufficient to cover copying and postage.

14. Securities of an offeror or other issuer to be exchanged for securities of offeree issuer

(1) Where a takeover bid provides that the consideration for the securities of the offeree issuer is to be, in whole or in part, securities of an offeror or other issuer, include the information prescribed by the form of prospectus or annual information form appropriate for the offeror or issuer whose securities are being offered in exchange for the securities of the offeree issuer.

(2) Where the form of prospectus or annual information form so requires, include the financial statements of the offeror or other issuer required to be included in such prospectus or annual information form, including, where the consideration is securities of the offeror:
(a) pro forma balance sheet and income statement of the offeror giving effect to the exchange of securities as at the date of the most recent balance sheet of the offeror that is included in the circular based on the information in the most recent audited financial statements of the offeree issuer,

(b) a description of the basis of preparation of the pro forma financial statements, and

(c) the basic and fully diluted earnings per share based on the pro forma financial statements.

15. Right of appraisal and acquisition

State any rights of appraisal the securityholders of the offeree issuer have under the laws governing the offeree issuer and state whether or not the offeror intends to exercise any right of acquisition the offeror may have.

16. Market purchases of securities

State whether or not the offeror intends to purchase in the market securities that are the subject of the takeover bid.

17. Material changes in the affairs of offeree issuersDisclose the particulars of any plans or proposals of the offeror for material changes in the affairs of the offeree issuer, including for example, any proposal to liquidate the issuer, to sell, lease or exchange all or a substantial part of its assets, to amalgamate it with any other business organization or to make any material changes in its business, corporate structure (debt or equity), management or personnel.18. Judicial developments

Where the takeover bid is an insider bid or where the offeror anticipates that a going private transaction will follow the takeover bid, include reference to recent legal developments, if any, relating to the type of transaction or proposed transaction.

19. Disclosure in accordance with Form 62-502F2Issuer Bid Circular

In the case of a takeover bid to which item 18 applies, include the disclosure required by Form 62-502F2 Issuer Bid Circular.

20. Approval of takeover bid circular

Where the takeover bid is made by or on behalf of an offeror that has directors as defined in the Act, state that the takeover bid circular has been approved by its board of directors and that the delivery of the takeover bid circular to the securityholders of the offeree issuer has been authorized by its board of directors.

21. Solicitations

Disclose any person retained by or on behalf of the offeror to make solicitations in respect of the bid and the particulars of the compensation arrangements.

22. Date of takeover bid circular


_________________________________________________________________________

Instructions

(1) You must prepare this circular using plain language. The Issuers Guide gives examples of how to do this.

(2) You do not need to discuss the items required in exactly the order they appear in the form if you think a different presentation will be easier to follow. However, we encourage you to organize the information according to subject matter and to include appropriate headings.

(3) You may present information in the form of a table.

(4) If more than one item requires you to disclose the same information, you need only disclose that information once.

(5) You do not need to provide disclosure about, or refer to, any item that does not apply.