NGX-t...in the news:
Northgate rights offering
Mon 25 Feb 2002
TSE bulletin 2002-0235
Symbol: NGX.RT
Cusip No: 666416 15 1
Shareholder entitlemOne right for each common share held on the record date
Terms of the rights:One right entitles the holder to subscribe for 0.656 of
a unit at a price of 82.656 cents, being the equivalent
of $1.26 per unit. Each unit consists of one common
share and one-half of one common share purchase
warrant.
Expiry time of the r4 p.m. (Toronto time), March 27, 2002
Ex-rights date: Feb. 27, 2002
Record date: March 1, 2002
Designated market-maJ. Lang Jones, Gable & Company Limited
Holders of common shares (symbol: NGX) of record as of the close on March
1, 2002, will be granted the right to subscribe for 0.656 of a unit of the
company for every common share held on such record date at a subscription
price of $1.26 per unit. Each unit will comprise one common share and
one-half of one common share purchase warrant. Each whole common share
purchase warrant will entitle the holder to subscribe for one common share
at a price of $3 at any time on or before 5 p.m. (Toronto time) on Dec. 28,
2006.
The warrants will be issued pursuant to a warrant indenture dated Dec. 28,
2001, between the company and Computershare Trust Company of Canada. The
units will separate upon issuance. The rights are evidenced by transferable
rights certificates registered in the names of holders of common shares of
record on the record date on the basis of one right for each common share
held, one right and the sum of 82.656 being required to subscribe for 0.656
of a unit. The rights will expire at 4 p.m. (Toronto time), on March 27,
2002. The common shares will commence trading on an ex-rights basis at the
open on Feb. 27, 2002, at which time the rights will also be posted for
trading on a when-issued basis.
The Toronto Stock Exchange has conditionally approved for listing the
warrants issuable on exercise of the rights following completion of the
rights offering, subject to meeting all requirements of the exchange
including distribution of the warrants to a minimum number of public
holders. A further bulletin will be issued if and when the warrants are to
be listed.
The rights offering is being made in each province and territory in Canada
and is not being made in the United States or its territories or
possessions, and therefore is not to be construed as an offering for sale
in any jurisdiction other than in the offering jurisdictions. Holders of
common shares who are not resident in the offering jurisdictions will not
be forwarded rights certificates. Instead such rights will be issued to
Computershare, which will attempt to sell such rights for the benefit of
such shareholders. Net proceeds from such sales will be divided pro rata
among shareholders not resident in the offering jurisdictions and will be
forwarded by Computershare to the appropriate shareholders at their
addresses of record as soon as possible after the expiry time.
Holders of a rights certificate may subscribe for units by completing Form
1 on the rights certificate and delivering them together with payment of
$1.26 per unit subscribed for to the principal office of Computershare in
Toronto so as to be received there prior to the expiry time.
Fractional units will not be issued upon the exercise of rights. If the
number of units arrived at by multiplying the number of rights set out in
the rights certificate by 0.656 is not a whole number, a registered holder
of rights will be entitled to round up his subscription to the next highest
whole number of units without furnishing any additional rights. This
step-up privilege will be void and of no effect if the rights certificate
is divided or combined, or if any of the rights evidenced by such rights
certificate are sold, transferred or assigned by the holder to whom such
rights were originally issued, except that a bank, trust company,
securities dealer or broker which holds common shares on the record date
for more than one beneficial owner may, upon providing evidence
satisfactory to Computershare, exchange rights certificates on the same
basis as if the beneficial owners were shareholders of record on the record
date.
A holder of rights certificates that has fully exercised all of the rights
evidenced by such certificates will be entitled to subscribe for additional
units, if available, at a price of $1.26 per unit. If the total number of
units subscribed for under the additional subscription privilege exceeds
the number of units available, the available units will be allotted on a
pro rata basis. The additional subscription privilege can be exercised by
completing Form 2 as well as Form 1 on the rights certificates and
forwarding such certificates to Computershare at the office referred to
above so as to be received there prior to the expiry time. The subscription
price for units subscribed for under the additional subscription privilege
must accompany the rights certificate when the certificate is forwarded to
Computershare pursuant to the initial subscription under the rights
offering. As soon as practicable after the expiry time, Computershare will
send to each shareholder who completed Form 2 certificates evidencing units
allocated to such subscriber and will return to such subscriber any excess
funds paid. It is anticipated that the rights offering circular and rights
certificates will be mailed to shareholders on or about March 5, 2002. It
is understood that no dealer managers have been retained to manage a
soliciting dealer group in connection with the rights offering and that no
solicitation fees will be payable in connection with the rights offering |
