A total of 7,661,767 class B subordinate
voting shares and 1,265,000 warrants
to purchase class B shares will be listed
on the exchange at the close of business
on July 6 1993. Of the 7,661,767 class
B shares and 1,265,000 warrants, 2,300,000
class B shares and 1,150,000 warrants
will be admitted to trading on an if,
as and when issued basis, and 5,361,767
class B shares and 115,000 warrants
will be listed as reserved for issuance
in the following manner:
1,150,000 warrants to be reserved for
issuance pursuant to an option granted
to the underwriters.
3,886,767 class B shares to be reserved
for issuance pursuant to the conversion
privilege that will be attached to the
class A multiple voting shares.
345,000 class B shares to be reserved
for issuance pursuant to an option granted
to the underwriters.
115,000 class B shares to be reserved
for issuance pursuant to the exercise
of the warrants.
The class B shares and warrants will
be admitted to trading on a regular
basis after confirmation that the closing
of the distribution, scheduled for 8:30
am July 7 1993, has taken place.
The class B shares and the warrants
will be issued to the public by way
of a prospectus dated June 22 1992 in
the form of units. The price per unit
is $3.75 and each unit consists of one
class B share and one-half of a warrant.
The units shall be separated at the
closing of the offering on July 7 1993
and certificates evidencing the class
B shares and separate certificates evidencing
the warrants will be available for delivery
at such date. If the primary distribution
has not been completed on July 7 1993,
members must trade on the exchange the
warrants and the class B shares which
have already been distributed to the
public and members of the banking and
selling groups must complete off the
exchange all sales which form part of
the primary distribution under the prospectus
of June 22 1993. In this connection,
they will be exempted from the provision
of article 6004 of the bylaws of the
exchange which require that all trading
in listed securities be done on the
exchange.
Symbol Cusip
------ -----
Class B shares LER.B 00450D 20 5
Warrants LER.WT 00450D 11 4
The class B shares entitle their holders
to one vote per share, the right to
participate pro rata, share for share,
with the class A multiple voting shares
in the payment of dividends and the
distribution of the company's assets
in the event of its liquidation or dissolution.
If a takeover bid or exchange bid or
issuer bid is filed, seeking acquisition
of class A multiple voting shares, the
class B shares will, solely for the
purposes of allowing the depositing
of these shares in response to such
offer, become convertible into class
A multiple voting shares, subject to
certain conditions and restrictions.
The following is a summary of the principasl
provisions pertaining to the warrants
which are governed by a warrant indenture
between the company and General Trust
of Canada, acting as agent under the
warrants indenture.
Each whole warrant gives its holders
the right to purchase, for $3.50, one
class B share at any time up to the
close of business on December 31 1995.
After this date, the warrants will be
null and void.
The warrants included in the units offered
will be issued in the form of bearer
securities and will be governed by the
warrant indenture. The company has designated
the agent's principal place of business
in Montreal as warrant agent, where
the warrants may be delivered to be
exercised, exchanged or replaced.
The warrants indenture also will provide
that the exercise price and the number
of class B shares are subject to adjustments
in certain events, including:
a). The issuance of class B shares as
a dividend other than in the form of
a dividend paid in the normal course
of business on the class B shares;
b). The subdivision, consolidation or
certain reclassifications of class B
shares;
c). The issuance to all or almost all
of the holders of class B shares of
rights, options or warrants allowing
them, within no more than 45 days after
the closing date of the registers of
such offering, to acquire i) class B
shares at a price lower than 95% of
the quoted market price of class B shares;
or ii) securities convertible into class
B shares if the conversion price on
the date of issuance of these convertible
securities is less than 95% of the quoted
market price of class B shares; and
d). The distribution to all or almost
all of the holders of class B shares
i) of shares of any other class; ii)
of properties or any other assets of
the company; or iii) of debt securities.
No adjustment of the exercise price
or of the number of class B shares which
may be purchased upon exercise will
be required, in particular, i) unless
the cumulative effect of this adjustment
or these adjustments would result in
a change of at least 1% in the exercise
price, or the number of class B shares
which can be purchased upon exercise
is changed by at least one one-hundredth
of a share.
The transfer agent and registrar for
the class B shares and the warrants
is the General Trust of Canada at its
head office in Montreal
