THE MANITOBA SECURITIES COMMISSION MSC RULE 2007-13F1 (Section 149.1, The Securities Act) FORM 62-104F1 TAKE-OVER BID CIRCULAR Part 1 General Provisions (a) Defined terms If a term is used but not defined in this Form, refer to Part 1 of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids (the Instrument) and to National Instrument 14-101 Definitions. (b) Incorporating information by reference If you are qualified to file a short form prospectus under sections 2.2 to 2.7 of National Instrument 44-101 Short Form Prospectus Distributions, or by reason of an exemption granted by a securities regulatory authority, you may incorporate information required under item 19 to be included in your take-over bid circular by reference to another document. Clearly identify the referenced document or any excerpt of it that you incorporate into your take-over bid circular. Unless you have already filed the referenced document, you must file it with your take-over bid circular. You must also disclose that the document is on SEDAR at www.sedar.com and that, on request, you will promptly provide a copy of the document free of charge to a security holder of the offeree issuer. (c) Plain language Write the take-over bid circular so that readers are able to understand it and make informed investment decisions. Offerors should apply plain language principles when they prepare a takeover bid circular including: • using short sentences; • using definite everyday language; • using the active voice; • avoiding superfluous words; • organizing the document into clear, concise sections, paragraphs and sentences; • avoiding jargon; • using personal pronouns to speak directly to the reader; • avoiding reliance on glossaries and defined terms unless it facilitates understanding of the disclosure; • avoiding vague boilerplate wording; • avoiding abstract terms by using more concrete terms or examples; • avoiding multiple negatives; • using technical terms only when necessary and explaining those terms; • using charts, tables and examples where it makes disclosure easier to understand.
- 2 -If you use technical terms, explain them in a clear and concise manner. (d) Numbering and headings The numbering, headings and ordering of items included in this Form are guidelines only. You do not need to include the heading or numbering or follow the order of items in this Form. You do not need to refer to inapplicable items and, unless otherwise required in this Form, you may omit negative answers to items. Disclosure provided in response to any item need not be repeated elsewhere in the circular. Part 2 Contents of Take-Over Bid Circular Item 1. Name and description of offeror State the corporate name of the offeror or, if the offeror is an unincorporated entity, the full name under which it exists and carries on business, and give a brief description of its activities. Item 2. Name of offeree issuer State the corporate name of the offeree issuer or, if the offeree issuer is an unincorporated entity, the full name under which it exists and carries on business. Item 3. Securities subject to the bid State the class and number of securities that are the subject of the take-over bid and a description of the rights of the holders of any other class of securities that have a right to participate in the offer. Item 4. Time period State the dates on which the take-over bid will commence and expire. Item 5. Consideration State the consideration to be offered. If the consideration includes securities, state the particulars of the designation, rights, privileges, restrictions and conditions attaching to those securities. Item 6. Ownership of securities of offeree issuer State the number, designation and percentage of the outstanding securities of any class of securities of the offeree issuer beneficially owned or over which control or direction is exercised (a) by the offeror, (b) by each director and officer of the offeror, and (c) if known after reasonable enquiry, by
- 3 - (i) each associate or affiliate of an insider of the offeror, (ii) an insider of the offeror, other than a director or officer of the offeror, and (iii) any person acting jointly or in concert with the offeror. In each case where no securities are owned, directed or controlled, state this fact. Item 7. Trading in securities of offeree issuer State, if known after reasonable enquiry, the following information about any securities of the offeree issuer purchased or sold by the persons referred to in item 6 during the 6-month period preceding the date of the take-over bid: (a) the description of the security; (b) the number of securities purchased or sold; (c) the purchase or sale price of the security; (d) the date of the transaction. If no such securities were purchased or sold, state this fact. Item 8. Commitments to acquire securities of offeree issuer Disclose all agreements, commitments or understandings made by the offeror, and, if known after reasonable enquiry, by the persons referred to in item 6 to acquire securities of the offeree issuer, and the terms and conditions of those agreements, commitments or understandings. Item 9. Terms and conditions of the bid State the terms of the take-over bid. If the obligation of the offeror to take up and pay for securities under the take-over bid is conditional, state the particulars of each condition. Item 10. Payment for deposited securities State the particulars of the method and time of payment of the consideration. Item 11. Right to withdraw deposited securities Describe the withdrawal rights of the security holders of the offeree issuer under the take-over bid. State that the withdrawal is made by sending a written notice to the designated depository and becomes effective on its receipt by the depository.
- 4 -Item 12. Source of funds State the source of any funds to be used for payment of deposited securities. If the funds are to be borrowed, state (a) the name of the lender, (b) the terms and financing conditions of the loan, (c) the circumstances under which the loan must be repaid, and (d) the proposed method of repayment. Item 13. Trading in securities to be acquired Provide a summary showing (a) the name of each principal market on which the securities sought are traded, (b) any change in a principal market that is planned following the take-over bid, including but not limited to listing or de-listing on an exchange, (c) where reasonably ascertainable, in reasonable detail, the volume of trading and price range of the class of the securities in the 6-month period preceding the date of the take-over bid, or, in the case of debt securities, the prices quoted on each principal market, and (d) the date that the take-over bid to which the circular relates was announced to the public and the market price of the securities immediately before that announcement. Item 14. Arrangements between the offeror and the directors and officers of offeree issuer Disclose the particulars of any agreement, commitment or understanding made or proposed to be made between the offeror and any of the directors or officers of the offeree issuer, including particulars of any payment or other benefit proposed to be made or given by way of compensation for loss of office or their remaining in or retiring from office if the take-over bid is successful. Item 15. Arrangements between the offeror and security holders of offeree issuer (1) Disclose the particulars of any agreement, commitment or understanding made or proposed to be made between the offeror and a security holder of the offeree issuer relating to the bid, including a description of its purpose, its date, the identity of the parties, and its terms and conditions. Disclosure with respect to each agreement, commitment or understanding, other than an agreement that a security holder will tender securities to a take-over bid made by the offeror, must include
- 5 - (a) a detailed explanation as to how the offeror determined entering into it was not prohibited by section 2.24 of the Instrument, or (b) disclosure of the exception to, or exemption from, the prohibition against collateral agreements relied on by the offeror and the facts supporting that reliance. (2) If the offeror is relying on an exception to the prohibition against collateral agreements under subparagraph 2.25(1)(b)(ii) of the Instrument, and if the information is available to the offeror, disclose the review process undertaken by the independent committee of directors of the issuer and the basis on which the independent committee made its determination under clause 2.25(1)(b)(ii)(A) or (B) of the Instrument. Item 16. Arrangements with or relating to the offeree issuer Disclose the particulars of any agreement, commitment or understanding made between the offeror and the offeree issuer relating to the take-over bid and any other agreement, commitment or understanding of which the offeror is aware that could affect control of the offeree issuer, including an agreement with change of control provisions, a security holder agreement or a voting trust agreement that the offeror has access to and that can reasonably be regarded as material to a security holder in deciding whether to deposit securities under the bid. Item 17. Purpose of the bid State the purpose of the take-over bid. Disclose the particulars of any plans or proposals for (a) subsequent transactions involving the offeree issuer such as a going private transaction, or (b) material changes in the affairs of the offeree issuer, including, for example, any proposal to liquidate the offeree issuer, to sell, lease or exchange all or a substantial part of its assets, to amalgamate it with any other business organization or to make any material changes in its business, corporate structure (debt or equity), management or personnel. Item 18. Valuation If the take-over bid is an insider bid, as defined in applicable securities legislation, include the disclosure regarding valuations required by securities legislation. Item 19. Securities of an offeror or other issuer to be exchanged for securities of offeree issuer (1) If a take-over bid provides that the consideration for the securities of the offeree issuer is to be, in whole or in part, securities of the offeror or other issuer, include the financial statements and other information required in a prospectus of the issuer whose securities are being offered in exchange for the securities of the offeree issuer. (2) For the purposes of subsection (1), provide the pro forma financial statements that would be required in a prospectus assuming that
- 6 - (a) the likelihood of the offeror completing the acquisition of securities of the offeree issuer is high, and (b) the acquisition is a significant acquisition for the offeror. (3) Despite subsection (1), the financial statements of the offeree issuer are not required to be included in the circular. Item 20. Right of appraisal and acquisition State any rights of appraisal the security holders of the offeree issuer have under the laws or constating document governing, or contracts binding, the offeree issuer and state whether or not the offeror intends to exercise any right of acquisition the offeror may have. Item 21. Market purchases of securities State whether or not the offeror intends to purchase in the market securities that are the subject of the take-over bid. Item 22. Approval of take-over bid circular If the take-over bid is made by or on behalf of an offeror that has directors, state that the takeover bid circular has been approved and its sending has been authorized by the directors. Item 23. Other material facts Describe (a) any material facts concerning the securities of the offeree issuer, and (b) any other matter not disclosed in the take-over bid circular that has not previously been generally disclosed, is known to the offeror, and that would reasonably be expected to affect the decision of the security holders of the offeree issuer to accept or reject the offer. Item 24. Solicitations Disclose any person retained by or on behalf of the offeror to make solicitations in respect of the take-over bid and the particulars of the compensation arrangements. Item 25. Statement of rights Include the following statement of rights provided under the securities legislation of the jurisdictions relating to this circular: Securities legislation in the provinces and territories of Canada provides security holders of the offeree issuer with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages, if there is a misrepresentation in a circular or notice that is required to be delivered to those security holders. However, such rights must be exercised within prescribed time limits. Security holders should refer to the applicable
- 7 provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer. Item 26. Certificate A take-over bid circular certificate form must state: The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. Item 27. Date of take-over bid circular Specify the date of the take-over bid circular.
THE MANITOBA SECURITIES COMMISSION MSC RULE 2007-13F2 (Section 149.1, The Securities Act) FORM 62-104F2 ISSUER BID CIRCULAR Part 1 General Provisions (a) Defined terms If a term is used but not defined in this Form, refer to Part 1 of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids (the Instrument) and to National Instrument 14-101 Definitions. (b) Incorporating information by reference If you are qualified to file a short form prospectus under sections 2.2 to 2.7 of National Instrument 44-101 Short Form Prospectus Distributions, or by reason of an exemption granted by a securities regulatory authority, you may incorporate information required under item 21 to be included in your issuer bid circular by reference to another document. Clearly identify the referenced document or any excerpt of it that you incorporate into your issuer bid circular. Unless you have already filed the referenced document, you must file it with your issuer bid circular. You must also disclose that the document is on SEDAR at www.sedar.com and that, on request, you will promptly provide a copy of the document free of charge to a security holder of the issuer. (c) Plain language Write the issuer bid circular so that readers are able to understand it and make informed investment decisions. Issuers should apply plain language principles when they prepare an issuer bid circular including: • using short sentences; • using definite everyday language; • using the active voice; • avoiding superfluous words; • organizing the document into clear, concise sections, paragraphs and sentences; • avoiding jargon; • using personal pronouns to speak directly to the reader; • avoiding reliance on glossaries and defined terms unless it facilitates understanding of the disclosure; • avoiding vague boilerplate wording; • avoiding abstract terms by using more concrete terms or examples; • avoiding multiple negatives; • using technical terms only when necessary and explaining those terms; • using charts, tables and examples where it makes disclosure easier to understand.
- 2 -If you use technical terms, explain them in a clear and concise manner. (d) Numbering and headings The numbering, headings and ordering of items included in this Form are guidelines only. You do not need to include the heading or numbering or follow the order of items in this Form. You do not need to refer to inapplicable items and, unless otherwise required in this Form, you may omit negative answers to items. Disclosure provided in response to any item need not be repeated elsewhere in the circular. Part 2 Contents of Issuer Bid Circular Item 1. Name of issuer State the corporate name of the issuer or, if the issuer is an unincorporated entity, the full name under which it exists and carries on business. Item 2. Securities subject to the bid State the class and number of securities that are the subject of the issuer bid and a description of the rights of the holders of any other class of securities that have a right to participate in the offer. Where the number of securities sought under the bid is subject to additional purchases by the issuer for the purpose of preventing security holders from being left with less than a standard trading unit, disclose this fact. Where the issuer intends to rely on the exception from the proportionate take up and payment requirements found in subsection 2.26(3) of the Instrument relating to “dutch auctions”, the issuer is not required to disclose the number of securities that are the subject of the issuer bid if the issuer discloses a maximum amount the issuer intends to spend making purchases pursuant to the bid. Item 3. Time period State the dates on which the issuer bid will commence and expire. Item 4. Consideration State the consideration to be offered. If the consideration includes securities, state the particulars of the designation, rights, privileges, restrictions and conditions attaching to those securities. Item 5. Payment for deposited securities State the particulars of the method and time of payment of the consideration.
- 3 -Item 6. Right to withdraw deposited securities Describe the right to withdraw securities deposited under the issuer bid. State that the withdrawal is made by sending a written notice to the designated depository and becomes effective on its receipt by the depository. Item 7. Source of funds State the source of any funds to be used for payment of deposited securities. If the funds are to be borrowed, state (a) the name of the lender, (b) the terms and financing conditions of the loan, (c) the circumstances under which the loan must be repaid, and (d) the proposed method of repayment. Item 8. Participation If 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 deposited than the issuer is bound or willing to take up and pay for, the issuer will take up as nearly as may be proportionately, disregarding fractions, according to the number or principal amount of the securities deposited. To the extent that this is not the case, as permitted by securities legislation, the response to this item should be modified accordingly. If an issuer intends to rely on one or both of the exceptions from the proportionate take up and payment requirements found in subsections 2.26 (2) and (3) of the Instrument relating to standard trading units and “dutch auctions”, describe the mechanism under which securities would be deposited and taken up without proration. Item 9. Purpose of the bid State the purpose for the issuer bid, and if it is anticipated that the issuer bid will be followed by a going private transaction or other transaction such as a business combination, describe the proposed transaction. Item 10. Trading in securities to be acquired Provide a summary showing (a) the name of each principal market on which the securities sought are traded, (b) any change in a principal market that is planned following the issuer bid,
- 4 - (c) where reasonably ascertainable, in reasonable detail, the volume of trading and price range of the class of the securities in the 6-month period preceding the date of the issuer bid, or, in the case of debt securities, the prices quoted on each principal market, and (d) 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 that announcement. Item 11. Ownership of securities of issuer State the number, designation and the percentage of the outstanding securities of any class of securities of the issuer beneficially owned or over which control or direction is exercised (a) by each director and officer of the issuer, and (b) if known after reasonable enquiry, by (i) each associate or affiliate of an insider of the issuer, (ii) each associate or affiliate of the issuer, (iii) an insider of the issuer, other than a director or officer of the issuer, and (iv) each person acting jointly or in concert with the issuer. In each case where no securities are owned, directed or controlled, state this fact. Item 12. Commitments to acquire securities of issuer Disclose all agreements, commitments or understandings made by the issuer and, if known after reasonable enquiry, by the persons referred to in item 11, to acquire securities of the issuer, and the terms and conditions of those agreements, commitments or understandings. Item 13. Acceptance of issuer bid If known after reasonable enquiry, state the name of every person named in item 11 who has accepted or intends to accept the issuer bid and the number of securities in respect of which the person has accepted or intends to accept the issuer bid. Item 14. Benefits from the bid State the direct or indirect benefits to any of the persons named in item 11 of accepting or refusing the issuer bid. Item 15. Material changes in the affairs of issuer Disclose the particulars of any plans or proposals for material changes in the affairs of the issuer, including, for example, any contract or agreement under negotiation, any proposal to liquidate the issuer, to sell, lease or exchange all or a substantial part of its assets, to amalgamate it or to
- 5 make any material changes in its business, corporate structure (debt or equity), management or personnel. Item 16. Other benefits If any material changes or subsequent transactions are contemplated, as described in item 9 or 15, state any specific benefit, direct or indirect, as a result of such changes or transactions to any of the persons named in item 11. Item 17. Arrangements between the issuer and security holders (1) Disclose the particulars of any agreement, commitment or understanding made or proposed to be made between the issuer and a security holder of the issuer relating to the bid, including a description of its purpose, its date, the identity of the parties, and its terms and conditions. Disclosure with respect to each agreement, commitment or understanding, other than an agreement that a security holder will tender securities to an issuer bid, must include (a) a detailed explanation as to how the issuer determined entering into it was not prohibited by section 2.24 of the Instrument, or (b) disclosure of the exception to, or exemption from, the prohibition against collateral agreements relied on by the issuer and the facts supporting that reliance. (2) If the issuer is relying on an exception to the prohibition against collateral agreements under subparagraph 2.25(1)(b)(ii) of the Instrument, and if the information is available to the issuer, disclose the review process undertaken by the independent committee of directors of the issuer and the basis on which the independent committee made its determination under clause 2.25(1)(b)(ii)(A) or (B) of the Instrument. Item 18 Previous purchases and sales State the following information about any securities of the issuer purchased or sold by the issuer during the twelve months preceding the date of the issuer bid, excluding securities purchased or sold pursuant to the exercise of employee stock options, warrants and conversion rights: (a) the description of the security, (b) the number of securities purchased or sold, (c) the purchase or sale price of the security, and (d) the date and purpose of each transaction. If no securities were purchased or sold, state this fact.
- 6 -Item 19. Financial statements If the most recently available interim financial statements are not included, include a statement that the most recent interim financial statements will be sent without charge to any security holder requesting them. Item 20. Valuation If a valuation is required by applicable securities legislation, include the disclosure regarding valuations required by securities legislation. Item 21. Securities of issuer to be exchanged for others If an issuer bid provides that the consideration for the securities of the issuer is to be, in whole or in part, different securities of the issuer, include the financial and other information prescribed for a prospectus of the issuer. Item 22. Approval of issuer bid circular State that the issuer bid circular has been approved by the issuer’s directors, disclosing the name of any individual director of the issuer who has informed the directors in writing of their opposition to the issuer bid and that the delivery of the issuer bid circular to the security holders of the issuer has been authorized by the issuer’s directors. If the issuer bid is part of a transaction or to be followed by a transaction required to be approved by minority security holders, state the nature of the approval required. Item 23. Previous distribution If the securities of the class subject to the issuer bid were distributed during the 5 years preceding the issuer bid, state the distribution price per share and the aggregate proceeds received by the issuer or selling security holder. Item 24. Dividend policy State the frequency and amount of dividends with respect to shares of the issuer during the 2 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. Item 25. Tax consequences Provide a general description of the income tax consequences in Canada of the issuer bid to the issuer and to the security holders of any class affected.
- 7 -Item 26. Expenses of bid Provide a statement of the expenses incurred or to be incurred in connection with the issuer bid. Item 27. Right of appraisal and acquisition State any rights of appraisal the security holders of the issuer have under the laws or constating documents governing, or contracts binding, the issuer and state whether or not the issuer intends to exercise any right of acquisition the issuer may have. Item 28. Statement of rights Include the following statement of rights provided under the securities legislation of the jurisdictions relating to this circular: Securities legislation in the provinces and territories of Canada provides security holders of the offeree issuer with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages, if there is a misrepresentation in a circular or notice that is required to be delivered to those security holders. However, such rights must be exercised within prescribed time limits. Security holders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer. Item 29. Other material facts Describe (a) any material facts concerning the securities of the issuer, and (b) any other matter not disclosed in the issuer bid circular that has not previously been generally disclosed, is known to the issuer, and that would reasonably be expected to affect the decision of the security holders of the issuer to accept or reject the offer. Item 30. Solicitations Disclose any person retained by or on behalf of the issuer to make solicitations in respect of the issuer bid and the particulars of the compensation arrangements. Item 31. Certificate An issuer bid circular certificate form must state: The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.
- 8 -Item 32. Date of issuer bid circular Specify the date of the issuer bid circular.
THE MANITOBA SECURITIES COMMISSION MSC RULE 2007-13F3 (Section 149.1, The Securities Act) FORM 62-104F3 DIRECTORS' CIRCULAR Part 1 General Provisions (a) Defined terms If a term is used but not defined in this Form, refer to Part 1 of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids (the Instrument) and to National Instrument 14-101 Definitions. (b) Plain language Write the directors’ circular so that readers are able to understand it and make informed investment decisions. Directors should apply plain language principles when they prepare a directors’ circular including: • using short sentences; • using definite everyday language; • using the active voice; • avoiding superfluous words; • organizing the document into clear, concise sections, paragraphs and sentences; • avoiding jargon; • using personal pronouns to speak directly to the reader; • avoiding reliance on glossaries and defined terms unless it facilitates understanding of the disclosure; • avoiding vague boilerplate wording; • avoiding abstract terms by using more concrete terms or examples; • avoiding multiple negatives; • using technical terms only when necessary and explaining those terms; • using charts, tables and examples where it makes disclosure easier to understand. If you use technical terms, explain them in a clear and concise manner. (c) Numbering and headings The numbering, headings and ordering of items included in this Form are guidelines only. You do not need to include the heading or numbering or follow the order of items in this Form. You do not need to refer to inapplicable items and, unless otherwise required in this Form, you may omit negative answers to items. Disclosure provided in response to any item need not be repeated elsewhere in the circular.
- 2 -Part 2 Contents of Directors’ Circular Item 1. Name of offeror State the corporate name of the offeror or, if the offeror is an unincorporated entity, the full name under which it exists and carries on business. Item 2. Name of offeree issuer State the corporate name of the offeree issuer or, if the offeree issuer is an unincorporated entity, the full name under which it exists and carries on business. Item 3. Names of directors of the offeree issuer State the name of each director of the offeree issuer. Item 4. Ownership of securities of offeree issuer State the number, designation and the percentage of the outstanding securities of any class of securities of the offeree issuer beneficially owned or over which control or direction is exercised (a) by each director and officer of the offeree issuer, and (b) if known after reasonable enquiry, by (i) each associate or affiliate of an insider of the offeree issuer, (ii) each associate or affiliate of the offeree issuer, (iii) an insider of the offeree issuer, other than a director or officer of the offeree issuer, and (iv) each person acting jointly or in concert with the offeree issuer. In each case where no securities are owned, directed or controlled, state this fact. Item 5. Acceptance of take-over bid If known after reasonable enquiry, state the name of every person named in item 4 who has accepted or intends to accept the offer and the number of securities in respect of which such person has accepted or intends to accept the offer. Item 6. Ownership of securities of offeror If a take-over bid is made by or on behalf of an offeror that is an issuer, state the number, designation and percentage of the outstanding securities of any class of securities of the offeror beneficially owned or over which control or direction is exercised
- 3 - (a) by the offeree issuer, (b) by each director and officer of the offeree issuer, and (c) if known after reasonable enquiry, by (i) each associate or affiliate of an insider of the offeree issuer, (ii) each affiliate or associate of the offeree issuer, and (iii) an insider of the offeree issuer, other than a director or officer of the offeree issuer, and (iv) each person acting jointly or in concert with the offeree issuer. In each case where no securities are so owned, directed or controlled, state this fact. Item 7. Relationship between the offeror and the directors and officers of the offeree issuer Disclose the particulars of any agreement, commitment or understanding made or proposed to be made between the offeror and any of the directors or officers of the offeree issuer, including particulars of any payment or other benefit proposed to be made or given by way of compensation for loss of office or their remaining in or retiring from office if the take-over bid is successful. State also whether any directors or officers of the offeree issuer are also directors or officers of the offeror or any subsidiary of the offeror and identify those persons. Item 8. Arrangements between offeree issuer and officers and directors Disclose the particulars of any agreement, commitment or understanding made or proposed to be made between the offeree issuer and any of the directors or officers of the offeree issuer, including particulars of any payment or other benefit proposed to be made or given by way of compensation for loss of office or their remaining in or retiring from office if the take-over bid is successful. Item 9 Arrangements between the offeror and security holders of offeree issuer (1) If not already disclosed in the take-over bid circular, disclose the particulars of any agreement, commitment or understanding made or proposed to be made between the offeror and a security holder of the offeree issuer relating to the bid, including a description of its purpose, its date, the identity of the parties, and its terms and conditions. Disclosure with respect to each agreement, commitment or understanding, other than an agreement that a security holder will tender securities to a take-over bid made by the offeror, must include (a) a detailed explanation as to how the offeror determined entering into it was not prohibited by section 2.24 of the Instrument, or
- 4 - (b) disclosure of the exception to, or exemption from, the prohibition against collateral agreements relied on by the offeror and the facts supporting that reliance. (2) If the offeror is relying on an exception to the prohibition against collateral agreements under subparagraph 2.25(1)(b)(ii) of the Instrument, and if not already disclosed in the take-over bid circular, disclose the review process undertaken by the independent committee of directors of the issuer and the basis on which the independent committee made its determination under clause 2.25(1)(b)(ii)(A) or (B) of the Instrument. Item 10. Interests of directors and officers of the offeree issuer in material transactions with offeror State whether any director or officer of the offeree issuer and their associates and, if known to the directors or officers after reasonable enquiry, whether any person who owns more than 10 % of any class of equity securities of the offeree issuer for the time being outstanding has any interest in any material transaction to which the offeror is a party, and if so, state particulars of the nature and extent of such interest. Item 11. Trading by directors, officers and other insiders (1) State the number of securities of the offeree issuer traded, the purchase or sale price and the date of each transaction during the 6-month period preceding the date of the directors' circular by the offeree issuer and each director, officer or other insider of the offeree issuer, and, if known after reasonable enquiry, by (a) each associate or affiliate of an insider of the offeree issuer, (b) each affiliate or associate of the offeree issuer, and (c) each person acting jointly or in concert with the offeree issuer. (2) Disclose the number and price of securities of the offeree issuer of the class of securities subject to the bid or convertible into securities of that class that have been issued to the directors, officers and other insiders of the offeree issuer during the 2-year period preceding the date of the circular. Item 12. Additional information If any information required to be disclosed by the take-over bid circular prepared by the offeror has been presented incorrectly or is misleading, supply any additional information which will make the information in the circular correct or not misleading.
- 5 -Item 13. Material changes in the affairs of offeree issuer State the particulars of any information known to any of the directors or officers of the offeree issuer that indicates any material change in the affairs of the offeree issuer since the date of the last published interim or annual financial statement of the offeree issuer. Item 14. Other material information State the particulars of any other information known to the directors but not already disclosed in the directors’ circular that would reasonably be expected to affect the decision of the security holders of the offeree issuer to accept or reject the offer. Item 15. Recommending acceptance or rejection of the bid Include either a recommendation to accept or reject the take-over bid and the reasons for such recommendation or a statement that the directors are unable to make or are not making a recommendation. If no recommendation is made, state the reasons for not making a recommendation. If the directors of an offeree issuer are considering recommending acceptance or rejection of a take-over bid after the sending of the directors’ circular, state that fact. Item 16. Response of offeree issuer Describe any transaction, directors’ resolution, agreement in principle or signed contract of the offeree issuer in response to the bid. Disclose whether there are any negotiations underway in response to the bid, which relate to or would result in (a) an extraordinary transaction such as a merger or reorganization involving the offeree issuer or a subsidiary, (b) the purchase, sale or transfer of a material amount of assets by the offeree issuer or a subsidiary, (c) a competing take-over bid, (d) a bid by the offeree issuer for its own securities or for those of another issuer, or (e) any material change in the present capitalization or dividend policy of the offeree issuer. If there is an agreement in principle, give full particulars. Item 17. Approval of directors’ circular State that the directors’ circular has been approved and its sending has been authorized by the directors of the offeree issuer.
- 6 -Item 18. Statement of rights Include the following statement of rights provided under the securities legislation of the jurisdictions relating to this circular: Securities legislation in the provinces and territories of Canada provides security holders of the offeree issuer with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages, if there is a misrepresentation in a circular or notice that is required to be delivered to those security holders. However, such rights must be exercised within prescribed time limits. Security holders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer. Item 19. Certificate A directors’ circular certificate form must state: The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. Item 20. Date of directors’ circular Specify the date of the directors’ circular.
THE MANITOBA SECURITIES COMMISSION MSC RULE 2007-13F4 (Section 149.1, The Securities Act) FORM 62-104F4 DIRECTOR’S OR OFFICER’S CIRCULAR Part 1 General Provisions (a) Defined terms If a term is used but not defined in this Form, refer to Part 1 of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids (the Instrument) and to National Instrument 14-101 Definitions. (b) Plain language Write the director’s or officer’s circular so that readers are able to understand it and make informed investment decisions. Directors and officers should apply plain language principles when they prepare a director’s or officer’s circular including: • using short sentences; • using definite everyday language; • using the active voice; • avoiding superfluous words; • organizing the document into clear, concise sections, paragraphs and sentences; • avoiding jargon; • using personal pronouns to speak directly to the reader; • avoiding reliance on glossaries and defined terms unless it facilitates understanding of the disclosure; • avoiding vague boilerplate wording; • avoiding abstract terms by using more concrete terms or examples; • avoiding multiple negatives; • using technical terms only when necessary and explaining those terms; • using charts, tables and examples where it makes disclosure easier to understand. If you use technical terms, explain them in a clear and concise manner. (c) Numbering and headings The numbering, headings and ordering of items included in this Form are guidelines only. You do not need to include the heading or numbering or follow the order of items in this Form. You do not need to refer to inapplicable items and, unless otherwise required in this Form, you may omit negative answers to items. Disclosure provided in response to any item need not be repeated elsewhere in the circular.
- 2 -Part 2 Contents of Director’s or Officer’s Circular Item 1. Name of offeror State the corporate name of the offeror or, if the offeror is an unincorporated entity, the full name under which it exists and carries on business. Item 2. Name of offeree issuer State the corporate name of the offeree issuer or, if the offeree issuer is an unincorporated entity, the full name under which it exists and carries on business. Item 3. Name of director or officer of offeree issuer State the name of each director or officer delivering the circular. Item 4. Ownership of securities of offeree issuer State the number, designation and percentage of the outstanding securities of any class of securities of the offeree issuer beneficially owned or over which control or direction is exercised (a) by the director or officer, and (b) if known after reasonable enquiry, by the associates of the director or officer. In each case where no securities are so owned, directed or controlled, state this fact. Item 5. Acceptance of bid State whether the director or officer of the offeree issuer and, if known after reasonable enquiry whether any associate of such director or officer, has accepted or intends to accept the offer and state the number of securities in respect of which the director or officer, or any associate, has accepted or intends to accept the offer. Item 6. Ownership of securities of offeror If a take-over bid is made by or on behalf of an issuer, state the number, designation and percentage of the outstanding securities of any class of securities of the offeror beneficially owned or over which control or direction is exercised (a) by the director or officer, or (b) if known after reasonable enquiry, by the associates of the director or officer. In each case where no securities are so owned, directed or controlled, state this fact.
- 3 -Item 7. Arrangements between offeror and director or officer Disclose the particulars of any agreement, commitment or understanding made or proposed to be made between the offeror and the director or officer, including particulars of any payment or other benefit proposed to be made or given by way of compensation for loss of office or the director or officer remaining in or retiring from office if the take-over bid is successful. State whether the director or officer is also a director or officer of the offeror or any subsidiary of the offeror. Item 8. Arrangements between offeree issuer and director or officer Disclose the particulars of any agreement, commitment or understanding made or proposed to be made between the offeree issuer and the director or officer, including particulars of any payment or other benefit proposed to be made or given by way of compensation for loss of office or his or her remaining in or retiring from office if the take-over bid is successful. Item 9. Interests of director or officer in material transactions with offeror State whether the director or officer or the associates of the director or officer have any interest in any material transaction to which the offeror is a party, and if so, state the particulars of the nature and extent of such interest. Item 10. Additional information If any information required to be disclosed by the take-over bid circular prepared by the offeror or the directors’ circular prepared by the directors has been presented incorrectly or is misleading, supply any additional information within the knowledge of the director or officer which would make the information in the take-over bid circular or directors’ circular correct or not misleading. Item 11. Material changes in the affairs of offeree issuer State the particulars of any information known to the director or officer that indicates any material change in the affairs of the offeree issuer since the date of the last published interim or annual financial statement of the offeree issuer and not generally disclosed or in the opinion of the director or officer not adequately disclosed in the take-over bid circular or directors’ circular. Item 12. Other material information State the particulars of any other information known to the director or officer but not already disclosed in the director’s or officer’s circular that would reasonably be expected to affect the decision of the security holders of the offeree issuer to accept or reject the offer. Item 13. Recommendation State the recommendation of the director or officer and the reasons for the recommendation.
- 4 -Item 14. Statement of rights Include the following statement of rights provided under the securities legislation of the jurisdictions relating to this circular: Securities legislation of the provinces and territories of Canada provides security holders of the offeree issuer with, in addition to any other rights they may have at law, one or more rights of rescission, price revison or to damages if there is a misrepresentation in a circular or notice that is required to be delivered to those security holders. However, such rights must be exercised within prescribed time limits. Security holders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer. Item 15. Certificate Include a certificate in the following form signed by or on behalf of each director or officer delivering the circular: The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. Item 16. Date of director’s or officer’s circular Specify the date of the director’s or officer’s circular.
THE MANITOBA SECURITIES COMMISSION MSC RULE 2007-13F5 (Section 149.1, The Securities Act) FORM 62-104F5 NOTICE OF CHANGE OR NOTICE OF VARIATION Part 1 General Provisions (a) Defined terms If a term is used but not defined in this Form, refer to Part 1 of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids (the Instrument) and to National Instrument 14-101 Definitions. (b) Plain language Write the notice of change or notice of variation so that readers are able to understand it and make informed investment decisions. Plain language principles should be applied when preparing a notice of change or notice of variation including: • using short sentences; • using definite everyday language; • using the active voice; • avoiding superfluous words; • organizing the document into clear, concise sections, paragraphs and sentences; • avoiding jargon; • using personal pronouns to speak directly to the reader; • avoiding reliance on glossaries and defined terms unless it facilitates understanding of the disclosure; • avoiding vague boilerplate wording; • avoiding abstract terms by using more concrete terms or examples; • avoiding multiple negatives; • using technical terms only when necessary and explaining those terms; • using charts, tables and examples where it makes disclosure easier to understand. If you use technical terms, explain them in a clear and concise manner. (c) Numbering and headings The numbering, headings and ordering of items included in this Form are guidelines only. You do not need to include the heading or numbering or follow the order of items in this Form. You do not need to refer to inapplicable items and, unless otherwise required in this Form, you may omit negative answers to items. Disclosure provided in response to any item need not be repeated elsewhere in the circular.
- 2 -Part 2 Contents of Notice of Change or Notice of Variation Item 1. Name of offeror State the corporate name of the offeror or, if the offeror is an unincorporated entity, the full name under which it exists and carries on business. Item 2. Name of offeree issuer (if applicable) State the corporate name of the offeree issuer or, if the offeree issuer is an unincorporated entity, the full name under which it exists and carries on business. Item 3. Particulars of notice of change or notice of variation (1) A notice of change required under section 2.11 of the Instrument must contain (a) a description of the change in the information contained in (i) the take-over bid circular or issuer bid circular, and (ii) any notice of change previously delivered under section 2.11, (b) the date of the change, (c) the date up to which securities may be deposited, (d) the date by which securities deposited must be taken up by the offeror, and (e) a description of the rights of withdrawal that are available to security holders. (2) A notice of variation required under section 2.12 of the Instrument must contain (a) a description of the variation in the terms of the take-over bid or issuer bid, (b) the date of the variation, (c) the date up to which securities may be deposited, (d) the date by which securities deposited must be taken up by the offeror, (e) if the date referred to in paragraph (d) is not known, a description of the legal requirements regarding the timing of take up of securities deposited under the bid, (f) a description of when payment will be made for deposited securities in relation to the time in which they are taken up by the offeror, and (g) a description of the rights of withdrawal that are available to security holders.
- 3 - (3) A notice of change required under section 2.18 or subsection 2.20(2) of the Instrument must contain, as applicable, a description of the change in the information contained in (a) the directors’ circular, (b) any notice of change previously delivered under section 2.18, (c) the director’s or officer’s circular, or (d) any notice of change previously delivered under subsection 2.20(2). Item 4. Statement of rights Include the following statement of rights provided under the securities legislation of the jurisdictions relating to this notice: Securities legislation of the provinces and territories of Canada provides security holders of the offeree issuer with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages if there is a misrepresentation in a circular or notice that is required to be delivered to those security holders. However, such rights must be exercised within prescribed time limits. Security holders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer. Item 5. Certificate Include the signed certificate required in the bid circular, directors’ circular or director’s or officer’s circular, amended to refer to the initial circular and to all subsequent notices of change or notices of variation. Item 6. Date of notice of change or notice of variation Specify the date of the notice of change or notice of variation.
You are being directed to the most recent version of the statute which may not be the version considered at the time of the judgment.