Offer of Terravest to purchase approximately 25% of its outstanding units at a premium of approximately 51% to the closing price on 11 July 2012.
Capital gains treatment is assumed for resident unitholders; non-residents who hold their units as taxable Canadian property should consult their tax advisors.
It is proposed that an extraordinary resolution be passed, to:
(a) increase the rate of interest payable per annum on the Series G Debentures from 5.75% to 6.25%; and
(b) increase the conversion price for each Unit to be issued upon the conversion of one Series G Debenture from $5.80 to $8.00 per Unit.
A "Change of Control," as defined in the Debentures Indenture occurred on 22 December 2009 upon the acquisition of all outstanding units of the Trust by KNOC Canada Ltd. The Trust is making an offer (the "Repurchase Offer") to purchase for cash all Debentures for cash at a price equal to 101% of their principal amount plus accrued and unpaid interest up to but excluding 15 February 2010, which offer is open until 12:00 noon (Calgary time) on that date (the "Expiry Time").
ShawCor will eliminate its dual class share structureunder a CBCA Plan of Arrangement through a purchase by Seaborn Acquisition Inc. ("Purchaseco" - a Newco with nominal assets and capital) of each Class A subordinate voting share (a "Class A share") of ShawCor in consideration for one Purchaseco share common share and of each Class B multiple voting share (a "Class B share") in consideration for 90% of $43.43 in cash and 10% of 1.1 common shares of Purchaseco, following which Purchaseco will be amalgamated with ShawCor.
The Trust is the largest diversified closed-end investment fund in Canada. It is listed on the TSX. It is proposed that its Declaration of Trust be amended, subject to the approval of Unitholders, to give the Manager the specific authority to amend the Plan by adding the Premium Distribution Component to the Plan. This would entail units being issued at a 5% discount, but with provision for immediate cash sale at 102% of their cost.
91% of distributions for 2013 (at an estimated monthly rate, following the initial distribution for most of the balance of 2013 of $0.6875 per unit) are estimated to be tax-deferred. Such distributions are estimated to approximate 93% of AFFO. Under an FX hedging arrangement, an arm's length counterparty will agree to exchange euros for Canadian dollars on a monthly basis at an agreed exchange rate. The DRIP will use 3% bonus distributions.
Full summary under Offerings - Cross-Border REITs.
Based on an anticipated AFFO payout ratio of 90%, it is anticipated that 100% and 55% of 2012 and 2013 monthly distributions, respectively, will be tax deferred. Participants electing to receive cash distributions in units under the distribution reivestment and unit purchase plan will receive a further "bonus" distribution equal to 3% of the amount of each reinvested distribution - which also will be reinvested.
Expected to be $.06667 per unit per month (45% tax deferred for 2012), representing approx. 90% of AFFO (i.e., 90% of $.89 p.a.) including interest on the exchangeable notes. A DRIP with 4% bonus distributions, with the right to make additional optional cash purchases of up to $250,000 per year. Where the Canadian taxable income is not otherwise fully distributed in a year, additional units will be issued.
Full summary under Offerings - Foreign Asset Income Funds and LPs.
Background. The purpose of the Deferred Unit Plan is to promote a greater alignment of Trustees' interests with those of Unitholders. During 2014, the Board of the REIT instituted a requirement that Trustees, the CEO and the CFO acquire over a period of up to five years, that number of Units having a value equal to three times their annual compensation. The adoption of the Deferred Unit Plan will allow each non-executive Trustee the opportunity to receive a percentage of his or her annual retainer in the form of Deferred Units.
