Kingsway is adopting a modified version of a shareholder rights plan (the "Plan") with a term of three years and a triggering point of 5% of its shares rather than 20% in order to protect its U.S. net operating losses having regard to the Code s. 382 rule.
Shareholders will continue to receive cash dividends unless they elect to receive share dividends. Those who elect to participate in the share dividend program will have their dividend satisfied by the issuance of that number of common shares determined by dividing the dollar amount of the dividend on their shares by 95% of the 5-day VWAP value of the common shares immediately prior to the dividend payment date (as described in the amended articles). The shareholder can elect to participate for only a portion of its shareholding.
The Anderson shareholders will transfer all their common shares of Anderson under an Alberta Plan of Arrangement to a new Alberta company (New Anderson) in exchange for an equal number of New Anderson common shares. Anderson then will transfer most of its assets to New Anderson, other than shallow gas assets (which are considered to be non-core assets) in consideration for assumption of liabilities and the issuance of New Anderson common shares – which will then be distributed to New Anderson for cancellation as a stated capital distribution.
For the subsequent CRA attack, see under Spin-Offs & Distributions – Liquidations.
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").
