62-502F2 - Issuer Bid Circular [F Proposed - Lapsed]
| Published Date: | 2004-06-25 |
|---|---|
| Rescinded Date: | 2006-05-31 |
Form 62-502F2
Issuer Bid Circular
This is the form required under section 17(7) of
BC Instrument 62-502 Takeover Bids and Issuer Bids for an issuer bid circular.
Issuer Bid Circular
This is the form required under section 17(7) of
BC Instrument 62-502 Takeover Bids and Issuer Bids for an issuer bid circular.
1. Name of issuer
2. Securities sought
State the class and number of securities or principal amount of debt securities sought.
3. Time period
State the dates on which the issuer bid will commence and close.
4. Method of acquisition
State the method by which the securities will be acquired.
5. Consideration offered
State the consideration to be offered.
6. Payment for deposited securities
State the particulars of the method and time of payment of the consideration.
7. Right to withdraw deposited securities
Describe the rights to withdraw securities deposited pursuant to 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.
8. Source of funds
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.
9. Participation
Where the issuer bid is for less than all of the outstanding securities of that class, state that if a greater number or principal amount of the securities are tendered than the issuer is bound or willing to take up and pay for, the issuer will take up as nearly as may be pro rata, disregarding fractions, according to the number or principal amount of the securities tendered.
10. Reasons for bid
State the purpose and business reasons for the issuer bid, and if it is anticipated that the issuer bid will be followed by a going private transaction, describe the proposed transaction.
11. Trading in securities to be acquired
Furnish, where reasonably ascertainable, a summary showing:
(a) the name of each stock exchange or other principal market on which the securities sought are traded,
(b) in reasonable detail for the twelve months preceding the date of the issuer bid, the volume of trading and price range of the class of the securities sought, or in the case of debt securities the prices quoted, on each principal market, and
(c) the date that the issuer bid to which the circular relates was announced to the public and the market price of the securities of the issuer immediately before such announcement.
Indicate any change in a principal market or markets that is planned following the bid.
12. Ownership of securities of issuer
State the number, designation and the percentage of outstanding securities of any class of securities of the issuer beneficially owned or over which control or direction is exercised by each director and officer of the issuer, and, where known after reasonable enquiry, by:
(a) each associate of a director or officer of the issuer,
(b) any person holding more than 10 per cent of any class of equity securities of the issuer, and
(c) any person acting jointly or in concert with the issuer,
13. Commitments to acquire securities of issuer
Disclose all arrangements, agreements, commitments or understandings made by the issuer and, where known after reasonable enquiry, by the persons referred to in item 12, to acquire equity securities of the issuer, and the terms and conditions of any such commitments.
14. Acceptance of bid
Where known after reasonable enquiry, state the name of every person named in item 12 who proposes to accept the issuer bid and the number of securities in respect of which the person proposes to accept the bid.
15. Benefits from bid
State the direct or indirect benefits to any of the persons named in item 12 of accepting or refusing to accept the issuer bid.
16. Other benefits to insiders, affiliates and associates
If any subsequent transactions are contemplated, as described in item 10, state if known, any specific benefit, direct or indirect, as a result of the transactions to any of the persons named in item 12.
17. Arrangements between issuer and securityholder
Provide the details of any arrangement, agreement, commitment or understanding, formal or informal, between the issuer and:
(a) any securityholder of the issuer with respect to the issuer bid, and
(b) any person with respect to any securities of the issuer in relation to the issuer bid.
(b) any person with respect to any securities of the issuer in relation to the issuer bid.
18. Previous purchases and sales
State the number and designation of any securities of the issuer purchased or sold by the issuer excluding securities purchased or sold pursuant to the exercise of employee stock options, warrants and conversion rights during the twelve months preceding the date of the issuer bid including the purchase or sale price, the date and purpose of each transaction.
19. Financial statements
(1) If the most recently available interim financial statements have not been delivered to securityholders of the issuer, include the interim financial statements. If interim financial statements are not included, include a statement that the most recent interim financial statements will be sent without charge to anyone requesting them.
(2) Where interim financial statements are included, include a report of the chief financial officer of the offeree issuer, stating whether in the opinion of the chief financial officer, the financial statements present fairly the financial position of the offeree issuer and the results of its operations for the period under review.
20. 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 securityholder upon payment of a charge sufficient to cover printing and postage.
(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 securityholder upon payment of a charge sufficient to cover printing and postage.
21. Securities of issuer to be exchanged for others
Where an issuer bid provides that the consideration for the securities of the issuer is to be, in whole or in part, different securities of an issuer, include the information prescribed for the form of prospectus or annual information form appropriate for the issuer.
22. Approval of bid
State that the issuer bid circular has been approved by the issuer's board of directors, disclosing the name of any director of the issuer who has informed the board of directors in writing of his opposition to the issuer bid and that the delivery of the issuer bid circular to the securityholders of the issuer has been authorized by the issuer's board of directors.
Where the issuer bid is part of a transaction or to be followed by a transaction required to be approved by minority securityholders, state the nature of the approval required.
23. Previous distribution
If the securities of the class subject to the issuer bid were distributed during the five years preceding the bid, state the distribution price per share and the aggregate proceeds received by the issuer or selling securityholder.
24. Dividend policy
State the frequency and amount of dividends with respect to shares of the issuer during the two years preceding the date of the issuer bid, any restrictions on the issuer's ability to pay dividends and any plan or intention to declare a dividend or to alter the dividend policy of the issuer.
25. Tax consequences
Provide a general description of the consequences of the issuer bid under the Income Tax Act (Canada) to the issuer and to the securityholders of any class affected.
26. Expenses of bid
Provide a statement of the expenses incurred or to be incurred in connection with the issuer bid.
27. Judicial developments
Include reference to recent legal developments if any, relating to the type of transaction or proposed transaction.
28. Solicitations
Disclose any person retained by or on behalf of the issuer to make solicitations in respect of the bid and the particulars of the compensation arrangements.
29. Date of issuer bid circular
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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.