Address: Box 192, 5800 - 1 First
Canadian Place
Toronto ON M5X 1A6
Phone: 416 362 0714
Fax: 416 362 7925
Website: http://www.middlefield.com
Warrant Symbol - YP.WT
Number Trading - 33 million
Expiration Date - Feb. 26, 2010
Cusip - 98583X 13 0
Exercise Price - $6.50
Warrants called to trade news:
Yieldplus to list warrants
Aug. 26
2009-08-24 17:25 MT - Warrants
Called to Trade
TSX bulletin 2009-1059
Holders of units of Yieldplus Income
Fund of record as of the close of
business on Aug. 28, 2009, will be
issued warrants, on the basis of one
warrant for each unit held. Each
whole warrant entitles the holder to
purchase one unit at a price of
$6.50 on or before 4 p.m. (Toronto
time) on Feb. 26, 2010.
The units of the fund will commence
trading on an ex distribution basis
at the opening on Aug. 26, 2009, at
which time up to 33 million warrants
will be posted for trading on a
when-issued basis, under the
following trading information.
Stock symbol: YP.WT
Cusip No.: 98583X 13 0
Trading currency: Canadian dollars
Designated market-maker: National
Bank Financial Inc.
Other markets: None
The warrants will be issued as a
component of a prospectus offering
of 33 million combined units of the
fund. Each combined unit consists of
one transferable right of the fund
and one warrant of the fund. The
combined units will separate into
rights and warrants immediately upon
the issuance of the combined units.
Details of the rights are contained
elsewhere in today's bulletins.
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Additional information on the
warrant offering may be found in the
fund's short-form prospectus dated
Aug. 18, 2009, which is available at
SEDAR. Capitalized terms used but
not otherwise defined are as defined
in the prospectus.
The warrants will be evidenced by
certificates and will be issued in
registered form to those unitholders
whose units are held in registered
form. A warrant certificate
evidencing the total number of
warrants to which each registered
unitholder is entitled will be
delivered to each such unitholder
together with a copy of the
prospectus. Unitholders who hold
their units through a participant of
CDS Clearing and Depository Services
Inc. will not receive warrant
certificates evidencing their
ownership of warrants, in which
case, on the record date, a warrant
certificate will be issued in
registered form to CDS or its
nominee. The fund expects that each
beneficial unitholder will receive a
confirmation of the number of
warrants issued to it from its CDS
participant in accordance with the
practices and procedures of that CDS
participant. CDS will be responsible
for establishing and maintaining
book-entry accounts for its
participants' holding warrants.
A holder of warrants may subscribe
for the resulting whole number of
units or any lesser whole number of
units by instructing the CDS
participant holding the subscriber's
warrants to exercise all or a
specified number of such warrants
and forwarding the warrant exercise
price for each unit subscribed for
in accordance with the terms of the
warrant offering to the CDS
participant which holds the
subscriber's warrants. The warrant
exercise price is payable in
Canadian funds by certified cheque,
bank draft or money order drawn to
the order of a CDS participant, by
direct debit from the subscriber's
brokerage account or, by electronic
funds transfer or other similar
payment mechanism. All payments must
be forwarded to the appropriate
office of the CDS participant. The
entire warrant exercise price for
units subscribed for must be paid at
the time of subscription and must be
received by the warrant agent prior
to the date of the exercise of the
warrants.
Each holder of warrants that
subscribes for units to which such
holder is entitled pursuant to the
basic warrant subscription privilege
may, at any time prior to the
warrant expiry time, subscribe for
additional units pursuant to an
additional warrant subscription
privilege, if applicable, at a price
equal to the warrant exercise price
for each additional unit, subject to
availability. Holders of warrants
will not be required to fully
exercise all of their warrants under
the basic warrant subscription
privilege in order to be eligible
for the additional warrant
subscription privilege. The number
of additional units available for
all additional subscriptions
pursuant to the additional warrant
subscription privilege will be the
difference, if any, between the
total number of units issuable upon
exercise of warrants and the total
number of units subscribed and paid
for as of the warrant expiry time.
To apply for additional units under
the additional warrant subscription
privilege, a beneficial holder of
warrants must forward its request to
a CDS participant or the warrant
agent prior to the warrant expiry
time. Payment for additional units,
in the same manner as for units
purchased pursuant to the basic
warrant subscription price, must
accompany the request when it is
delivered to the CDS participant or
warrant agent, as the case may be.
Any excess funds will be returned by
mail or credited to a subscriber's
account with its CDS participant,
without interest or deduction.
Payment in full of the warrant
exercise price must be received by
the warrant agent prior to the
warrant expiry time, failing which
the subscriber's entitlement to such
units will terminate. Accordingly,
the subscriber must deliver payment
and instructions sufficiently in
advance of the warrant expiry time
to allow the CDS participant to
properly exercise warrants on such
subscriber's behalf and apply for
additional units under the
additional warrant subscription
privilege.
This offering is made in each of the
provinces and territories of Canada
only and not in the United States of
America or any territory or
possession thereof or other
jurisdictions outside of Canada.
This offering is not, and under no
circumstances is to be construed as,
an offering of any units for sale in
the United States of America or any
territory or possession thereof or
an offering to or for the account or
benefit of any U.S. person or a
solicitation therein of an offer to
buy any securities. Accordingly,
subscriptions will not be accepted
from any unitholder or from any
transferee of warrants who is or
appears to be, or who the fund has
reason to believe is, a resident of
the United States of America or any
territory or possession thereof or
of any jurisdiction outside of
Canada. The warrant agent will hold
the warrants of ineligible
unitholders until Feb. 19, 2010, in
order to give ineligible unitholders
an opportunity to prove to the
satisfaction of the warrant agent
that they are residents of a
province or territory of Canada or
that the issue of units pursuant to
the exercise of warrants will not be
in violation of the laws of the
applicable jurisdiction. Following
such date, the warrant agent will
endeavour to effect sales of such
warrants on the open market and any
proceeds received by the warrant
agent with respect to the sale of
such warrants, net of brokerage fees
and costs incurred and, if
applicable, of Canadian tax required
to be withheld, will be delivered by
mailing cheques (in Canadian funds
and without payment of any interest)
as soon as practicable to such
ineligible unitholders whose
warrants were sold, at their
addresses recorded on the books of
the warrant agent. Amounts of less
than $1 will not be forwarded.
It is anticipated that the
prospectus and warrant certificates
will be mailed to unitholders on or
about Sept. 4, 2009.
The warrants will be governed by the
terms of a warrant agency agreement
dated Aug. 18, 2009, between the
fund, Middlefield Fund Management
Ltd., as manager of the fund and MFL
Management Ltd., as warrant agent.
The warrant agency agreement
provides for appropriate adjustments
to the warrants in the event of
certain stock dividends,
subdivisions, consolidations and
other forms of capital
reorganization. A fee of 10 cents
per warrant to will be payable by
the fund to the dealer whose client
has properly exercised the warrant.