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Gold/Mining/Energy : Nevada Bob's Canada - NBC (was Warka Capital)

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To: Jim Bishop who wrote (13)6/3/1998 11:23:00 AM
From: David Carlson  Read Replies (1) of 66
 
NBC starts trading on the TSE tomorrow.

Here is a pile of stuff that about NBC sourced from the TSE:

Nevada Bob's Canada Inc.

An application has been granted for the original listing in the Industrial category of 32,032,353 common shares, of which 14,189,690 common shares are issued and outstanding, and 17,842,663 common shares are reserved for issuance upon completion of a public offering.

An application has also been granted for the original listing of $7,218,000 principle amount of 8% Redeemable Convertible Subordinated Debentures ( the "Debentures") of which $6,561,000 principle amount of the Debentures will be issued and outstanding and $657,000 principle amount of the Debentures will be reserved for issuance.

These shares and debentures will be listed and posted for trading at the opening on June 4, 1998.

The company is subject to the reporting requirements of Section 19.09 of the Exchange's General By-Law.

Common Shares
Stock Symbol: "NBC"; CUSIP: 640936 10 0 common shares

Debentures
Stock Symbol: "NBC.DB"; CUSIP: 640936 AA 8 debentures

Designated Market Maker: John Beck
W.D. Latimer Co. Limited

Other Markets:
The common shares have been trading on the Alberta Stock Exchange since September 12, 1996.

Listing Statement No. 4713 is being prepared and the following constitutes information appearing in the Statement:

Head Office
Address:335 - 8th Avenue S.W.
Suite 2000
Calgary, AB
T2P 1C9

Head Office
Telephone Number: (403) 294-0600

Incorporation:

The Company was incorporated by Articles of Incorporation under the Business Corporations Act (Alberta) on February 27, 1996. Effective August 19, 1997, the Company changed its name to Nevada Bob's Canada Inc.

Officers and Directors:
Director and Chairman Kevin R. Baker
of the Board Calgary, AB

Director, President Lyle P. EdwardsV
and Chief Executive Calgary, AB
Officer

Senior
Vice President and Carson J. Wynne
Chief Financial Officer Calgary, AB

Director, Executive Martin C. Bunting
Vice President and Calgary, AB
Chief Operation Officer

Director John M. Baldwin
Las Vegas, Nevada

Director Wieland F. Wettstein
Calgary, AB

Director and Richard D. Shannon
Assistant Secretary Calgary, AB

Vice President, Scott A. Collisson
Operations Calgary, AB

Secretary Grant A. Zawalsky
Calgary, AB

Nature of Business:

The company operates twenty-five (25) Nevada Bob's retail golf equipment stores in western Canada. The company owns Provincial Sports, which subsidiary owns the master franchise rights in
respect of all Nevada Bob's stores operated in those provinces of Canada east of Manitoba.

Transfer Agent & Registrar:
Montreal Trust Company of Canada at its principal offices in Toronto and Calgary.

Share Capital:

Authorized
unlimited common shares

Issued
14,189,690 common shares

Reserved
3,280,500 common shares issuable upon conversion of the outstanding Debentures

197,100 common shares issuable pursuant to the agent's option

328,500 common shares issuable pursuant to the agent's overallotment option for convertible debentures

6,485,813 common shares issuable pursuant to special warrants issued on the purchase of assets

2,562,500 common shares issuable pursuant to special warrants offered by way of private placement for $2.00 per special warrant

2,562,500 common shares issuable pursuant to common share purchase warrants at $2.25 until November 20, 1999

179,375 common shares issuable pursuant to the agent's overallotment option to acquire special warrants at $2.00 per unit until November 20, 1999.

179,375 common shares issuable pursuant to the agent's overallotment option for common share purchase warrants to purchase common shares at $2.00 until November 20, 1999.

2,067,000 common shares issuable pursuant to the stock option plan of which 1,914,000 have been granted

The following is a summary of some of the main provisions of the Debentures:
Principal Amount: $6,561,000

Maturity: January 23, 2003

Interest:
8% per annum payable annually on the day which is the next business day after the anniversary of January 23, 1998, in the amount of $80.00 per $1,000 principal amount of debentures.

Conversion:
Each $1,000 principal amount of Debenture is convertible at the option of the holder at any time up to the close of business on that date which is five years from January 23, 1998 at a conversion price of
$2.99 per Common Share, being 500 common shares of the Company. Interest payable at the time of conversion/redemption shall be paid to the holder in cash. The Company will provide notice to registered holders, within a reasonable period of time thereof, of the date of expiry of the conversion privilege. The Company will also provide notice to registered holders of a any adjustment to the conversion terms to give effect to a stock split, share consolidation or other stated even as set forth in the Trust Indenture.

Subordination:

The indebtedness evidenced by the Debentures, including the principal thereof and premium, if any, and interest thereon, is subordinate in all respects to the prior payment in full of all Senior Indebtedness of the company, whether now outstanding or hereafter incurred.

Rank:
The Debentures are direct obligations of the company and rank equally with all other unsecured and subordinated debt of the company.

Redemption And Payment Upon Maturity:
The Debentures are not redeemable on or prior to January 23, 1999. Thereafter, the Debentures will be redeemable provided that the weighted average trading price of the Common Shares on the
Toronto Stock Exchange for the twenty consecutive trading days ending five days preceding the date the redemption is announced exceeds $2.50 per Common Share, and after the end of such 20 trading day period the Debentures are redeemable for Common Shares at the price of approximately $2.00 per Common Share.

Upon redemption each $1,000 principle amount of Debentures will be redeemed for cash, or at the option of the company, exchanged for 500 Common Shares of the Company subject to regulatory approval. Interest payable at the time of conversion/redemption shall be paid to the holder in cash. The company can at any time and from time to time purchase Debentures in the open market or by tender or by private contract at any price, for cancellation.

Dividends:
The company does not intend to pay dividends on the common shares in the foreseeable future.
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