EXHIBIT 2.3
DEPOSITARY AGREEMENT
Computershare Trust Company of Canada
000, 000 - 0xx Xxxxxx XX
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxx Xxxxxx
Dear Sirs:
APF Energy Inc. (the "Company"), together with APF Energy Trust, proposes to
make an offer (the "Offer") to purchase all of the outstanding Common shares
(the "Common Shares") of Canscot Resources Ltd. ("Canscot") for a purchase price
of, at the option of the holder, (i) $2.60 cash per Common Share; (ii) 0.226
trust units of APF Energy Trust ("Trust Units"); or (iii) any combination
thereof (the "Offer"), on the terms and conditions set out in the accompanying
Offering Circular. The Common Shares are referred to as the "Subject Shares".
The Company wishes to confirm the terms of your appointment as depositary under
the Offer.
Terms used herein without definition but with initial capital letters have the
same meaning herein as in the Offering Circular. Any reference herein to the
Offer includes any amendment or modification thereof.
1. APPOINTMENT
Computershare Trust Company of Canada ("you" or the "Agent") is hereby appointed
to act as depositary, and you accept such appointment, in respect of the Offer,
in accordance with the terms and conditions of this agreement and the Offer.
2. MAILING AND SHAREHOLDER LISTS
2.1 You will be responsible for mailing on August 18, 2003, to the
registered holders of Common Shares as of August 15, 2003, and to new
shareholders on an ongoing basis for the duration of the Offer, once you have
been provided with new shareholder account labels, the Offering Circular, Letter
of Acceptance and Transmittal, Notice of Guaranteed Delivery and other documents
(collectively, the "Offer Documents") related to the Offer, sufficient copies of
each of which will be provided to you by the morning of August 18, 2003.
2.2 You will mail the Offer Documents in the English language to each
registered holder of Subject Shares in Canada. With respect to each holder of
Subject Shares with addresses in the Province of Quebec, you will mail them the
French language version of the Offer Documents.
2.3 Concurrently with the mailing of the Offer Documents as provided above
you shall mail, by prepaid first class mail, a copy of each of the Offer
Documents in the English language to each of the Directors of Canscot in
accordance with the names and addresses that we forwarded to you on August 18,
2003.
2.4 You are to satisfy the oral or written requests of brokers, bankers and
other persons for copies of the Offer Documents. We will supply you with
sufficient copies of the Offer Documents for this purpose. You are not
authorized to offer, or to pay, any concessions or commissions to brokers,
bankers or other
persons, except as expressly provided in this agreement, or to engage or request
any persons to solicit tenders.
3. DEPOSIT OF SHARES
3.1 You will receive deposits of Subject Shares subject to the terms and
conditions of the Offer. In so doing you will:
(a) hold all Subject Shares properly deposited under the Offer until we
accept them for payment or until we give you notice that, as a result of a
condition of the Offer not being satisfied, we will not take up and pay for any
relevant Subject Shares deposited;
(b) ascertain that all Notices of Guaranteed Delivery which are received by
you are properly signed and completed;
(c) ascertain that all deposits of Subject Shares under the Offer are
accompanied by a signed and completed Letter of Acceptance and Transmittal, with
signatures guaranteed, as applicable, the certificate(s) representing such
shares and all other documents that may be required to give us good title to the
Subject Shares so deposited; and
(d) as soon as practicable after the Expiry Time of 2:00 p.m., Calgary time
on September 23, 2003, or such later time and date to which we may extend the
Offer, advise us of the number of Subject Shares deposited under the Offer.
3.2 All deposits of Subject Shares under the Offer must be accompanied by a
signed and completed Letter of Acceptance and Transmittal, with signatures
guaranteed, as applicable, the certificates representing such shares or by a
signed and completed Notice of Guaranteed Delivery. You will be entitled to
treat as issued and outstanding the Subject Shares represented by any
certificate for Subject Shares tendered with a deposit of such shares under the
Offer, if the name on such certificate conforms to the name of a registered
holder of Subject Shares as it appears on the Register maintained by Canscot, or
its transfer agent and registrar.
3.3 You will direct any holder of Subject Shares whose certificate for
Subject Shares has been lost or destroyed to submit a Letter of Acceptance and
Transmittal completed to the best of their ability and to submit a letter
describing the loss. You will supply a declaration of loss and indemnity bond in
the forms supplied by us as applicable, or we will otherwise inform you of the
requirements to be communicated to any holder of Subject Shares inquiring as to
the procedures to be followed to obtain a replacement certificate for Subject
Shares lost or destroyed and instruct such holder to properly complete such
documents.
3.4 The Company hereby agrees to the use of the Automated Tender Offer
Program ("ATOP") currently utilized by The Depositary Trust Company ("DTC") and
its Participants. It is hereby understood and agreed by the Company that the use
of ATOP requires that Computershare Trust Company of Canada (the "Agent")
execute a Letter of Agreement with DTC. The Company hereby authorizes and
directs the Agent to execute the Letter of Agreement with DTC substantially in
the form attached as Schedule "A" hereto.
3.5 The Company acknowledges and accepts that the delivery by DTC of an
Agent's Message (in accordance with the provisions of the ATOP Agents
Procedures) to the Agent shall satisfy the terms of the Offer as to the
execution and delivery of a Letter of Acceptance and Transmittal by the
Participant
identified in such Agent's Message, without such Participant physically
completing and surrendering such Letter of Acceptance and Transmittal.
4. IMPROPER DEPOSITS
4.1 If a Letter of Acceptance and Transmittal or Notice of Guaranteed
Delivery or other required document has been improperly completed or signed, or
the certificates representing Subject Shares accompanying a Letter of Acceptance
and Transmittal are not in proper form for transfer to us, or some other
irregularity in connection with a deposit exists, you will make reasonable
efforts to contact such holder of Subject Shares to cause such irregularity to
be corrected.
4.2 If you have any doubt whether any Subject Shares have been properly
deposited under the Offer, you will seek the advice of our legal counsel, Xxxxxx
XxXxxx LLP, as to the acceptability of the deposit. If reasonable efforts to
correct an improper deposit prove to be unsuccessful, you will seek the advice
of our legal counsel, Xxxxxx XxXxxx LLP, with respect to the procedures to be
followed. You will reject any deposit if, in the opinion of our legal counsel,
the deposit has been made improperly and you will take such action as directed
to by our legal counsel.
4.3 Notwithstanding the foregoing Subsections, the Company shall have full
discretion to determine whether any type of tender is complete and proper and
the Company has the absolute right to determine whether to accept or reject any
category of tender not in proper form.
5. PAYMENT
5.1 We will inform you not later than ten days after the Expiry Date
whether we will take up and pay for Subject Shares deposited pursuant to the
Offer. If we take up and pay for Subject Shares under the Offer, we will
immediately put you in funds in accordance with Section 5.2. You will, as soon
as practicable upon your receipt of funds, but in any event not later than three
business days after your receipt of funds in connection with the taking up of
the Subject Shares under the Offer, arrange for the delivery of the purchase
price (the "Purchase Price") for such Subject Shares, in accordance with the
terms and condition of the Offer and the instructions of the depositing holders
of Subject Shares as set forth in the Letters of Acceptance and Transmittal.
After we take up and pay for Subject Shares under the Offer we shall be deemed
to have informed you that we have taken-up and accepted for payment all Subject
Shares which continue to be properly deposited in acceptance of the Offer. You
will not arrange for payment of the Subject Shares until the certificate(s),
Letters of Acceptance and Transmittal and all required documents are received by
you unless you are otherwise instructed in writing by us. Thereafter, payment
will be made as soon as practicable but in any event not later than three
business days.
5.2 The Company shall deliver sufficient funds to you by wire or certified
cheque, or make such other arrangements for provision of funds as may be
agreeable to you, representing payment for the Subject Shares. It is agreed that
cheques will be drawn on a designated account maintained by you. If no address
is specified on a Letter of Acceptance and Transmittal, cheques will be
forwarded to the address of the holder as shown on the Register maintained by
Computershare Trust Company of Canada, as the transfer agent and registrar of
Canscot.
5.3 If we determine and advise you in writing that delivery by mail may be
delayed, you will make arrangements for holders of Subject Shares entitled to
the Purchase Price to take delivery of the Purchase Price at your offices at
which the Subject Shares were deposited until we determine that delivery by mail
will no longer be delayed. Any additional costs associated therewith shall be
paid by us.
5.4 Subject Shares accepted and paid for under the terms of the Offer are
to be transferred and registered as directed by us.
5.5 No fractional Trust Units will be issued. Any holder of Subject Shares
who would otherwise be entitled to receive a fractional Trust Unit will be
entitled to receive a cash amount obtained by multiplying such fraction by
$11.50 (Cdn.). If a holder of Subject Shares deposits more than one certificate
for Subject Shares which are taken up by the Company, the number of Trust Units
issuable to such holder will be computed on the basis of the aggregate number of
Subject Shares deposited by such holder.
6. WITHDRAWAL
You will permit each person who deposits the Subject Shares under the Offer to
withdraw such Subject Shares as expressly permitted under Section 7 of the
Offering Circular and only upon receipt of a notice of withdrawal that complies
with such Section.
7. EXTENSIONS AND VARIATIONS
Under the terms of the Offer, we have the right at any time and from time to
time to extend the Offer or to vary the Offer by giving written notice thereof
to you. If we elect to extend or vary the Offer, you will arrange for the notice
of such extension or variation to be mailed to all persons who are entitled to
receive the Offer Documents in accordance with Section 2 herein, in the manner
and in the languages as set out in Section 2, as soon as practicable thereafter
in accordance with the Offer.
8. RETURN OF DEPOSITED SHARES
If we give you written notice (which may be sent by registered mail) that we
will not take up and pay for all or any portion of the Subject Shares deposited
under the Offer, you will arrange, as soon as practicable after receipt of our
written notice, for the return to holders of the Subject Shares deposited in
accordance with the terms and conditions of the Offer and the instructions of
the depositing holders of the Subject Shares as set forth in the Letter of
Acceptance and Transmittal.
9. TIMELY NOTIFICATION AND NOTICES
At 3:00 p.m. (E.S.T.) on each business day on which Subject Shares may be
deposited under the Offer (if requested by the Company), you will inform the
following persons by fax transmission of the number of the Subject Shares
properly deposited that day and the cumulative number of the Subject Shares
deposited.
APF Energy Inc.
0000, 000-0xx Xxxxxx XX
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxxx Xxxxxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Xxxxxx XxXxxx LLP
0000, 000 - 0xx Xxxxxx XX
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxx Xxxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
The Company may appoint a Dealer Manager and, if it does so, on notice to you,
such person will also receive the information respecting Subject Shares
deposited.
Any other demand, notice or communication required or contemplated by this
agreement shall be in writing and sent by personal delivery, courier, mail or
facsimile transmission addressed to the Company as indicated above, and to you
as indicated in the heading of this agreement or to a facsimile number, or to
such other address, individual or facsimile number as may be designated by
notice provided by either party to the other. In the event of actual or
anticipated postal disruption, courier service personal delivery or facsimile
transmission shall be used. Any demand, notice or other communication shall be
deemed conclusively to have been received by the addressee (i) if sent by mail,
five business days after posting; (ii) if sent by courier service or personal
delivery, upon actual delivery; and (iii) if sent by facsimile transmission,
upon the same business day if given during the ordinary business hours of the
addressee, or the next following business day if given outside of such hours.
10. SOLICITING DEALER GROUP
10.1 If applicable, the Letters of Transmittal will contain a box for the
insertion of the name of a member of the Soliciting Dealer Group. Where Subject
Shares deposited and registered in a single name are beneficially owned by more
than one person, the relevant minimum and maximum amount shall be applied
separately in respect of each beneficial owner. You may require any member of
the Soliciting Dealer Group to furnish evidence satisfactory to you of such
beneficial ownership before payment of such fee.
10.2 You will provide to the Dealer Manager, if retained, a list of all
dealers and brokers, the names of which have been inserted in the Letters of
Acceptance and Transmittal received by you and who have requested solicitation
payment, and request confirmation from the Dealer Manager that all such names
are members of the Soliciting Dealer Group.
10.3 Upon receipt of written confirmation from the Dealer Manager, you will
provide us with a list of the dealers and brokers who comprise the Soliciting
Dealer Group, along with information regarding the number of tendered Subject
Shares solicited by each such dealer and broker pursuant to the Offer, and the
amount to be paid to each.
10.4 If we take up and pay for the Subject Shares deposited pursuant to the
Offer, then you are authorized and directed, as soon as practicable following
receipt of documentation from all members of the Soliciting Dealer Group
claiming solicitation payment and following our approval and the receipt of
sufficient funds from us, to make direct payment to each member of the
Soliciting Dealer Group.
11. FEES
11.1 Your fees for acting hereunder will be agreed on by all parties. We
will pay all your reasonable out-of-pocket expenses in connection with your
duties hereunder (including, without limitation, overtime
expenses, postage, courier, long distances calls, G.S.T., mailing insurance,
photocopying, and expert consultant and counsel fees and disbursements). All
fees and out-of pocket expenses will be paid by us within thirty days from the
date of the invoice and we acknowledge that late payment may be subject to
interest charges as indicated on the invoice. The Company acknowledges and
agrees that the fees of Computershare are confidential information. As such, the
Company agrees not to disclose any such fees to any third party without
Computershare's prior written consent, save and except for disclose (a) to the
Company's professional advisors, held to strict confidence; and (b) as required
or otherwise compelled by law.
12. OFFICES
12.1 You agree to maintain your principal office in each of the cities set
out in the Letter of Acceptance and Transmittal to which deposits of the Subject
Shares may be sent or delivered and at which payment for the Subject Shares
purchased by us pursuant to the Offer may be picked up at all times during
business hours throughout the currency of the Offer.
13. LIABILITY AND INDEMNITY
13.1 You shall not be liable for any error of judgement or any act or
omission or for any mistake of fact or law except by reason of your gross
negligence or wilful misconduct. You shall not be answerable for the default or
misconduct of any agent or counsel provided that any such party selected by you
was chosen with reasonable care. Under no circumstances whatsoever will you be
liable for special, indirect, incidental or consequential loss or damage of any
kind whatsoever (including, without limitation, lost profits) even if you have
been advised of the possibility of such loss or damage. Notwithstanding the
aforementioned, any liability of you shall be limited, in the aggregate, to the
amount of fees paid by the Company to you under this Agreement in the twelve
(12) months immediately prior to you receiving the first notice of claim.
13.2 We indemnify and hold you, your successors and permitted assigns, as
well as your and their respective directors, officers, employees and agents,
harmless from and against any and all claims, demands, assessments, interest,
penalties, actions, suits, proceedings, liabilities, losses, damages, costs and
expenses, including, without limiting the foregoing, expert, consultant and
counsel fees and disbursements on a solicitor and client basis, arising from or
in connection with any actions or omissions that you or they take pursuant to
this agreement or the Offer, provided that any such action or omission is taken
in good faith and without gross negligence or is taken on advice and
instructions given to you or them by us, our representatives, including Xxxxxx
XxXxxx LLP, or counsel consulted by you or them.
13.3 In the event of any claim, action or proceeding brought or commenced
against you, you shall notify us promptly after you have received written
assertion of such claim or shall have been served with a summons or other legal
process, giving information as to the nature and basis of the claim, action or
proceeding. We shall undertake the investigation and defence of any such claim,
action or proceeding and you shall have the right to retain other counsel, at
your own expense, to act on your behalf, provided that, if you reasonably
determine that a conflict of interest or other circumstances wherein your best
interests would not be adequately represented exist that make representation by
counsel chosen by us not advisable, the fees and disbursements of such other
counsel shall be paid by us.
13.4 Notwithstanding any other provision in this agreement, the provisions
of this Section 13 shall survive the removal of or resignation by you in
connection with any and all of your duties and obligations under this agreement.
13.5 You shall retain the right not to act and shall not be liable for
refusing to act under this agreement if, due to a lack of information or for any
other reason whatsoever, You, in your sole judgment, determine that such act
might cause You to be in non-compliance with any applicable anti-money
laundering or anti-terrorist legislation, regulation or guideline. Further,
should You, in your sole judgment, determine at any time that your acting under
this agreement has resulted in your being in non-compliance with any applicable
anti-money laundering or anti-terrorist legislation, regulation or guideline,
then You shall have the right to resign on 10 days written notice to the
Company, provided (i) that your written notice shall describe the circumstances
of such non-compliance; and (ii) that if such circumstances are rectified to
your satisfaction within such 10 day period, then such resignation shall not be
effective.
14. TAX
14.1 The Company shall be solely responsible for all tax processing relating
to or arising from the duties or actions contemplated by this agreement,
including evaluation, reporting, remittance, filing, and issuance of tax slips,
summaries and reports, except as is specifically delegated to you pursuant to
this agreement or as may be agreed subsequently, as confirmed in writing by the
parties.
14.2 You shall process only such tax matters as have been specifically
delegated to you pursuant to this agreement or as may be agreed subsequently,
and, in so doing, you do not undertake to carry out any inquiry, evaluation,
reporting, remittance, filing or issuance of tax slips, summaries and reports
necessarily incidental thereto, which shall remain the sole responsibility of
the Company. You shall be entitled to rely upon and assume, without further
inquiry or verification, the accuracy and completeness of any tax processing
information, documentation or instructions received by you, directly or
indirectly, from or on behalf of the Company. It is agreed that any such
direction must be supplied to you prior to processing any deposits of the
Subject Shares.
15. TERMINATION
15.1 Either party may terminate this agreement for any reason whatsoever
upon thirty (30) days written notice to the other party or such other shorter
period as the parties may agree to in writing.
16. GENERAL
16.1 In acting as depositary, you:
(a) shall have no duties or obligations other than those set forth herein
or as may subsequently be agreed to by you and the Company;
(b) shall have no obligation to make payment for any tendered Subject
Shares or Soliciting Dealer Group fees unless the Company shall have provided
the necessary funds in advance to pay in full all amounts due and payable with
respect thereto;
(c) shall not be obliged to take any legal action that might in your
judgment involve any expense or liability unless you shall have been furnished
with reasonable funding and indemnity;
(d) may consult counsel satisfactory to you (including our counsel) at our
expense and the advice or opinion of such counsel shall be full and complete
authorization or protection in respect of any action or omission taken by you
thereunder, in good faith, in accordance with the advice or opinion of such
counsel;
(e) shall not be called upon at any time to advise any person depositing or
considering depositing Subject Shares under the terms of the Offers as to the
wisdom in making such deposit or as to the increase or decrease in the market
value of the Subject Shares; and
(f) may rely upon any instructions, instrument, certificate, report or
paper believed by you to be genuine and to have been signed or presented by the
proper person(s) and you shall be under no duty to make any investigation or
inquiry as to any signature or statement contained therein, but may accept the
same as having been properly given and as conclusive evidence of the truth and
accuracy of any statements therein contained.
16.2 It is agreed that, except as expressly stated to the contrary in the
Offering Circular, the Depositary and the Company shall treat all shareholders
in the same manner and shall not provide preferential treatment to any
shareholder or shareholders in connection with deposits, deficiency of such
deposits, and payment.
16.3 This agreement shall not be assigned by either of the parties hereto
without the prior written consent of the other.
16.4 This agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns.
16.5 This agreement shall be governed by and construed in accordance with
the laws of the Province of Alberta and the laws of Canada applicable therein.
16.6 This agreement may be signed in any number of counterparts, each of
which will be deemed an original, but all of which together will constitute one
and the same instrument.
16.7 Time shall be of the essence of this agreement.
16.8 All dollar references in this agreement are in Canadian dollars.
16.9 Any inconsistency between this agreement and the Offering Circular, as
they may from time to time be amended, shall be resolved in favour of the
latter, except with respect to the duties, liabilities and indemnifications of
you as depositary.
16.10 No modification of or amendment to this agreement shall be valid or
binding unless set forth in writing and duly executed by both of the parties
hereto. This agreement and the schedule attached hereto represent the entire
agreement between the parties with respect to the subject matter hereof.
16.11 The use of headings and division of sections and paragraphs is for
convenience of reference only and does not affect the construction or
interpretation of the agreement.
16.12 you shall not be liable, or held in breach of this agreement, if
prevented, hindered, or delayed in the performance or observance of any
provision contained herein by reason of act of God, riots, acts of war,
epidemics, governmental action or judicial order, earthquakes, or any other
similar causes (including, but not limited to, mechanical, electronic or
communication interruptions, disruptions or failures). Performance times under
this agreement shall be extended for a period of time equivalent to the time
lost because of any delay that is excusable under this Section.
16.13 The Company hereby represents that any account to be opened by You, and
any money, securities or other assets to be held by You, in connection with this
agreement, for or to the credit of the Company, are not intended to be used by
or on behalf of any party other than the Company.
16.14 The parties hereto confirm that it is their wish that this Agreement as
well as all other documents relating hereto, including notices, have been and
shall be drawn up in English. Les parties aux presentes confirment leur
consentement a ce que cette convention de meme que tous les documents, ainsi que
tout avis s'y rattachant, soient rediges en anglais.
Kindly indicate your acceptance of the terms of this letter by signing and
returning to us the duplicate hereof, in which case this letter will form an
agreement between us.
APF ENERGY INC.
Per: (Signed) "Xxxx XxxXxxxxx"
--------------------------------------------
Name: Xxxx XxxXxxxxx
Title: Vice President, Finance
Accepted and agreed to as of the 15th day of August, 2003.
COMPUTERSHARE TRUST COMPANY OF CANADA
Per: (Signed) "Xxxxxx XxXxxx"
Per: (Signed) "Xxxxx Xxxxxx"
SCHEDULE "A"
[ATOP Letter Agreement with DTC referred to in Section 3.4]
THE DEPOSITORY TRUST COMPANY
0 XXXXXXX XXXXXX
XXX XXXX, XX 00000-0000
Automated Tender Offer Program
DTC/Agent Letter of Agreement
Date ___________________________
To: ________________________
(Agent Name and Address)
________________________
________________________
________________________
Regarding: Offer dated: __________________________
Offerer: ______________________________
Securities Subject of the Offer:
Description: __________________________
Cusip No. _____________________________
Protection Period: None
_____ Days after the expiration of the Offer
1. The Depository Trust Company (DTC) and the Agent indicated above hereby
agree that the provisions of the DTC Automated Tender Offer Program (ATOP)
Agents Procedures dated March 1991 (a copy of which is in the possession of
the Agent), as modified by any attachments to this Letter of Agreement
specified below, will govern the rights and obligations of DTC, its
Participants and the Agent to the extent that such provisions are not
reflected in the terms of the offer identified above or the DTC Voluntary
Offerings Agents Procedures dated December 1984 (a copy of which is also in
the possession of the Agent). DTC may terminate this Letter of Agreement in
the event that the terms of the offer identified above are amended and DTC
determines in its discretion that as a result of such amendment DTC no
longer has the operational capability to provide services in respect to
such offer.
2. The Agent agrees that (I) the delivery by DTC of an Agent's Message to the
Agent in accordance with the provisions of the ATOP Agents Procedures will
satisfy the terms of the offer identified above as to the execution and
delivery of a letter of transmittal in the form of the letter of
transmittal required by such offer by the Participant identified in such
Agent's Message and (ii) the agreement set forth in the preceding clause
(I) is enforceable against the offeror identified above by the Participant
identified in such Agent's Message. The Agent represents and warrants that
the Agent is authorized by the offeror identified above to make the
agreements in the preceding sentence.
3. The following attachments constitute a part of this Letter of Agreement:
Date________________ _____________________
DTC Authorized Signature
Date________________ _____________________
DTC Authorized Signature
A LIMITED PURPOSE TRUST COMPANY AND MEMBER FEDERAL RESERVE SYSTEM
Attachment to the Letter of Agreement dated_________________________between DTC
and_______________________herein after referred to as the "Agent"
regarding__________________.
Subject # 1 EXPIRATION OF THE OFFER
The Depository Trust Company will handle the offer through the Automated Tender
Offer Program until _________________, the expiration date, and until the last
day of the protection period. On the expiration date, DTC will call the Agent
and advise them of the number of securities submitted for Tender. Also DTC will
fax a copy of the Agent Receipt and Confirmation form to the Agent.
The Agent will then sign off on the receipt and fax the signed copy to DTC (Fax
# 000-000-0000). Extensions of the offer, if any, will be accommodated within
the provisions of the basic agreement.
Subject # 2 GUARANTEE OF DELIVERY
Notices of Guaranteed Delivery will be presented by DTC Participants directly to
the Agent who will look to the DTC Participants to meet the Guarantee of
Delivery. Delivery of securities the subject of such Notice may be made through
DTC.
Subject # 3 METHOD OF PAYMENT
[ ] Method of payment from the Agent will be by Federal Funds wire
on the first public payment date to:
Chemical Bank
ABA #000000000
00 Xxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
a/c Depository Trust Company
Reorg. Deposit Account
# 066-027608
[ ] Method of payment will be by check on the first public payment
date in immediately available funds. The Agent will notify DTC
when the check is available for pick-up by DTC's messenger.
[ ] Method of payment will be on the first public payment date by
First Chicago Trust Co. of New York check. The check will be
cancelled and Federal Funds wired to:
Chemical Bank
00 Xxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
ale Depository Trust Company
Reorg. Deposit Account
# 066-027608
[ ] Method of payment will be by direct deposit to the account of
the Depository Trust Co., at Bankers Trust Co., account number
00-000-000, on the first public payment date.
[ ] Method of payment will be by direct deposit to the account of
the Depository Trust Co., at______________________, on the
first public payment date.
[ ] Method of payment from the Agent will be by Federal Funds wire
on the first public payment date to: DTC's Federal Reserve
Bank of NY Account
ABA #0000-0000-0
[ ]
[ ] The Agent will deposit the funds on the first public payment
date to:
CEDE Canadian Reorganization Account
a/c# 000-000-0
Attention: Xxx Xxxxx, Senior Account Manager
Royal Bank of Canada
Royal Bank Plaza
000 Xxx Xxxxxx - Xxxxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxxxx, X0X 0X0
PTOP Transmissions will be delivered each business day via messenger to:
PTOP Transmissions will be delivered via Federal Express to:
[ ]
EACH PTOP TRANSMISSION WILL BE HANLED INDIVIDUALLY
Subject #4 ISSUANCE OF UNDERLYING SECURITIES
[ ] New securities issued pursuant to the terms of the offer will be
registered in the name of Cede & Co. and will be sent via Federal
Express to:
The Depository Trust Co.
00 Xxxxx Xxxxxx - 2nd Sub Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxx Xxxxxx
Reorg. Control Section
With respect to the issuance of underlying securities, single certificate
issuances are not to exceed five (5) million dollars in value, unless more
specific instructions are provided.
[ ] The Agent will notify DTC when securities issued pursuant to the terms
of the offer are available
for pick up by DTC's messenger.
With respect to the issuance of underlying securities, single certificate
issuances are not to exceed five (5) million dollars in value, unless more
specific instructions are provided.
Subject # 5 DELIVERY OF TENDERED SECURITIES
[ ] Securities tendered through the Automated Tender Offer Program will be
delivered to the Agent as a balance during the offering period. If
necessary, DTC will deliver more securities to the Agent two business
days after the expiration date of the offer and the expiration of the
protection period.
[ ] Securities tendered through the Automated Tender Offer Program will be
delivered to the Agent two business days following the expiration date,
and the protect expiration date.
[ ] "Cede" Securities tendered through the Automated Tender Offer Program
will be delivered to the Agent two business days after the expiration
of the protect period. Securities registered in a name other than Cede
& Co. will be delivered to the Transfer Agent for transfer to Cede &
Co. and will be delivered to the Agent upon receipt from the Transfer
Agent; provided, however that if the Transfer Agent does not transfer
all such securities, DTC will be responsible for delivering to the
Agent a number of securities registered in the name of Cede & Co. equal
to the number of untransferred securities.
[ ] Securities will be delivered to the Agent after a notice is given to
DTC advising of the accepted tenders.
An SCL Drawdown request will be presented to the Agent at the end of
the offer (within two business days after the expiration of the offer
and within two business days after the expiration of the protection
period).
Subject # 6 RETURN OF UNACCEPTED SECURITIES
[ ] Unaccepted or untendered securities will be returned to DTC as promptly
as possible upon completion of the Offer.
Securities will be registered in the name of Cede & Co. and will be
sent to:
The Depository Trust Co.
00 Xxxxx Xxxxxx - 0xx Xxx Xxxxx
Xxx Xxxx, X.X. 10041
Attn: Xxx Xxxxxx
Reorg. Control Section
With respect to the return of untendered securities, single certificate
issuances are not to exceed five (5) million dollars in value, unless more
specific instructions are provided.
[ ] Unaccepted or untendered securities will be returned to DTC as promptly
as possible upon completion of the Offer.
Securities will be registered in the name of Cede & Co. and will be
picked up by DTc's messengers upon notification from the Agent.
With respect to the return of untendered securities, single certificate
issuances are not to exceed five (5) million dollars in value, unless more
specific instructions are provided.
Subject # 7 WITHDRAWAL PROCEDURE
[ ] DTC Participants who have accepted the offer and wish to withdraw
tender instructions must do so using DTC's online automated withdrawal
feature. This feature permits Tender Agents to electronically accept or
reject withdrawal requests.
Those DTC Participants who have accepted the offer and wish to withdraw tender
instructions must do so directly wit the Agent until______________________.
The DTC Withdrawal Form #5683 must be presented to the Agent who will then
confirm the withdrawal to DTC. DTC will adjust the Participant account
accordingly.
Subject # 8 DELIVERY OF ASSOCIATED SHARE PURCHASE RIGHTS
Associated Share Purchase Rights tendered through the Voluntary Offering Program
will be delivered to the Agent five business days after the Distribution Date
when and if such rights are issued.
Subject # 9 CONSENTS
Agent agrees that the acceptance of a PTOP Transmission (i.e. electronic offer
acceptance) from DTC Participants constitutes agreement by such Participants to
consent to the proposed amendments to the indenture as described in the offering
material. In addition, Agent agrees not to require an executed proxy from DTC at
any time subsequent to the execution of this agreement by the Agent.
