Name - Big Bank Big Oil Split Corp
Symbol - BBO.RT
Cusip Number - 088894 11 8
Expiry Date - Aug. 13, 2008
Big Bank Big Oil rights offering
2008-07-11 18:04 MT - Rights Offering
TSX bulletin 2008-0783
Cusip for rights: 088894 11 8
Securityholder entitlement: One right for each capital share held on the record date
Terms of the rights: Two rights plus $26.38 for one combined unit, each combined unit comprising one capital share, one preferred share and one warrant, each warrant entitling the holder to purchase one capital share and one preferred share at a price of $26.28 at 4 p.m. (Toronto time) on Dec. 23, 2008
Expiry time: 4 p.m. (Toronto time) on Aug. 13, 2008
Ex rights date: July 15, 2008
Record date: July 17, 2008
Designated market-maker: Hampton Securities Limited
Terms not otherwise defined herein are as defined in the rights offering prospectus dated July 7, 2008.
Holders of Class A capital shares of Big Bank Big Oil Split Corp. of record as of the close of business on Thursday, July 17, 2008, will be granted the right to subscribe for one combined unit for every two capital shares held on such record date at a subscription price of $26.38 per combined unit. The rights will be issued to capital shareholders of record on the record date on the basis of one right for each capital share held, two rights and the subscription price being required to subscribe for one combined unit. Each combined unit comprises one capital share, one Class A preferred share and one warrant. Each warrant entitles the holder to purchase one capital share and one preferred share at a price of $26.28 at 4 p.m. (Toronto time) on Dec. 23, 2008. Warrants may only be exercised on this date.
The rights will expire at 4 p.m. (Toronto time) on Aug. 13, 2008.
The capital shares will commence trading on an ex rights basis at the opening on Tuesday, July 15, 2008, at which time the rights will be posted for trading on a when-issued basis.
The rights will be evidenced by a global rights certificate registered in the name of CDS Clearing and Depository Services Inc. or its nominee. All holders of capital shares hold their capital shares through a participant in the CDS book-based system and therefore no physical certificates evidencing ownership of rights will be issued. On the record date, a certificate representing the rights will be issued in registered form to CDS or its nominee. The company expects that each capital shareholder will receive a confirmation of the number of rights issued to it from its CDS participant in accordance with the practices and procedures of that CDS participant.
The capital shares, preferred shares and warrants comprising the combined units will separate into their component parts immediately upon issue. The Toronto Stock Exchange has conditionally approved for listing the warrants following completion of the rights offering, subject to meeting all requirements of the TSX, including distribution of the warrants to a minimum number of public holders. A further bulletin will be issued if and when the warrants are to be listed.
All capital shareholders whose recorded addresses are outside of Canada will be advised that their rights will be issued to them but will be held by their CDS participant for the account of such capital shareholder. Such CDS participants will attempt to sell the rights of ineligible capital shareholders on behalf of such capital shareholders and provide any proceeds received through such sale to capital shareholders in accordance with the practices and procedures of the CDS participant.
Holders of capital shares may subscribe for all or any portion of their rights by instructing their CDS participants before the deadlines assigned by each such participant (the basic subscription privilege). Holders should contact their particular CDS participants to receive specific instructions how to properly subscribe. Payment must be made prior to any deadline assigned by each CDS participant.
Each holder of rights who has initially subscribed for all of the combined units to which he or she is entitled pursuant to the basic subscription privilege may apply to purchase additional combined units, if available, at the price equal to the subscription price for each additional combined unit.
The number of additional combined units available for all additional subscriptions will be the difference, if any, between the total number of combined units issuable upon exercise of rights and the total number of combined units subscribed and paid for pursuant to the basic subscription privilege at the expiry time (the additional subscription privilege). If any holder of rights has subscribed for fewer additional combined units than such holder's pro rata allotment of additional combined units, the excess additional combined units will be allotted in a similar manner among the holders who were allotted fewer additional combined units than they subscribed for.
To apply for additional combined units under the additional subscription right, each holder of rights must forward its request to a CDS participant prior to the expiry date. Payment for additional combined units, in the same manner as for the basic subscription right, must accompany the request when it is delivered to a CDS participant. Any excess funds will be returned through CDS by the subscription agent, without interest or deduction. Payment of such price must be received by the subscription agent prior to the expiry date, failing which the subscriber's entitlement to such additional combined units shall terminate. Accordingly, the subscriber must deliver its payment and instructions to a CDS participant sufficiently in advance of the expiry date to allow the CDS participant to properly exercise the rights on its behalf.
It is anticipated that the prospectus will be mailed to holders of capital shares on or about July 23, 2008.
The company will pay a fee of 35 cents per combined unit to dealers whose clients exercise their rights.
Trading and settlement rules
Trade date Settlement date Aug. 8, 2008 Aug. 12, 2008 Aug. 11 and Aug. 12, 2008 Cash next day Aug. 13, 2008 Cash same day
All trades on Aug. 8, 2008, will be for special settlement on Aug. 12, 2008. These trades will appear on the CDS settlement report and will be recorded with a settlement date of Aug. 12, 2008.
All trades on Aug. 11 and 12, 2008, will trade for cash settlement the following business day. Trades on Aug. 13, 2008, from the opening to 12 p.m. will be for same day cash settlement.
Selling participating organizations must have the rights that are being sold in their possession or owed to them through clearing prior to such sale.
Should fail positions exist on the expiry date, purchasing participating organizations have the option of paying for the rights purchased and demanding delivery of the securities into which the rights are exercisable. Reference should be made to Rule 5-303. Such demand shall be made before 4 p.m. (Toronto time) on the expiry date of Aug. 13, 2008.
Investors should contact their brokers for information or advice on their investments.
Rights give existing shareholders a chance to proportionately buy shares in the new issue the company is putting out to raise more funds. The certificate showing this privilege is called a right. It gives the stockholders the first opportunity, to buy the new securities.
An offer made by a company to its shareholders to enable them to buy new shares in the company at a discount to the market price.