Name - Firm Capital Mortgage Investment Trust
Website - http://www.firmcapital.com/
Symbol - FC.RT
Cusip Number - 318324 11 8
Expiry Date - May 1, 2008
Firm Capital Mortgage rights offering
2008-03-14 16:24 MT - Rights Offering
TSX bulletin 2008-0302
Rights symbol: FC.RT
Rights Cusip No.: 318324 11 8
Unitholder entitlement: One right for each unit held on the record date
Terms of the rights: 10 rights and $10.10 per unit
Expiration time: 4 p.m. (Toronto time), May 1, 2008
Ex rights date: March 18, 2008
Record date: March 20, 2008
Designated market-maker: JitneyTrade Inc.
Additional information on the rights offering circular may be found in the trust's rights offering circular dated March 11, 2008, which is available at www.sedar.com. Capitalized terms used but not otherwise defined are as defined in the circular holders of units of Firm Capital Mortgage Investment Trust of record as at the close on March 20, 2008, will be granted transferable rights to subscribe for and purchase additional units of the trust. Each holder of units at the close on the record date is entitled to receive one right for each unit held. Ten rights entitle the holder thereof to purchase one unit at a price of $10.10 per unit on or before 4 p.m. (Toronto time) on May 1, 2008.
The units of the trust will commence trading on an ex rights basis at the open on Tuesday, March 18, 2008, at which time the rights will be posted for trading on a when-issued basis.
Rights symbol: FC.RT
Rights Cusip No.: 318324 11 8
Designated market-maker: JitneyTrade Inc.
The offering of rights is being made to each holder of units of record on the record date with an address in the provinces and territories of Canada. Rights certificates will not be forwarded to unitholders who are not residents of any of the provinces and territories of Canada. Instead, unitholders who are ineligible persons will be sent a letter advising them that their rights certificates will be issued to and held by Computershare Investor Services Inc., which will hold the rights issued to unitholders who are ineligible persons as agent for the benefit of all of those unitholders. The rights evidenced by such rights certificate will be sold by the subscription agent on behalf of all such ineligible persons. The net proceeds (less any applicable withholding tax and net of reasonable expenses) of such sale will be paid to them on a pro rata basis by cheque. A registered unitholder whose address of record is outside the participating jurisdictions, but who holds units on behalf of a holder who is eligible to participate in this rights offering, must notify the subscription agent, in writing, on or before the seventh day prior to the expiry date if such beneficial holder wishes to participate in this rights offering. Otherwise, the subscription agent will sell the rights of such holder as described above. Thereafter, the subscription agent in its capacity as agent for the ineligible persons will attempt, on a best-efforts basis only, to sell the rights issued to ineligible persons through the facilities of the Toronto Stock Exchange prior to the expiry time on a date or dates and at a price or prices as the subscription agent determines in its sole discretion. The proceeds received by the subscription agent from the sale of rights, net of any applicable costs, brokerage fees and expenses, will be divided among the unitholders who are ineligible persons pro rata according to the total number of units held by them on the record date.
Holders of a rights certificate may subscribe for all or a lesser number of units for which the right certificates entitle the holder by completing and executing the initial subscription privilege (Form 1) on the face of the rights certificate and forwarding the rights certificate so completed together with payment of $10.10 per unit subscribed for, to the subscription agent in Toronto so as to be received by the subscription agent prior to the expiry time.
Only registered unitholders will be provided with rights certificates. Accordingly, non-registered, beneficial unitholders must follow the instructions provided by their broker, investment dealer, bank, trust company or other intermediary to ensure their rights are exercised and should contact the broker, investment dealer, bank, trust company or other intermediary to instruct them to exercise their rights and subscribe for additional units.
Beneficial unitholders in Canada may also accept the rights offering in Canada by following the procedures for book-based transfer, provided that a confirmation of the book-based transfer of their rights through the Canadian Depositary for Securities (CDS) on-line tendering system into the subscription agent's account at CDS, is received by the subscription agent at its office in Toronto prior to the expiry time. The subscription agent has established an account at CDS for the purpose of the rights offering. Any financial institution that is a participant in CDS may cause CDS to make a book-based transfer of a holders' rights into the subscription agent's account in accordance with CDS procedures for such transfer. Delivery of rights through the CDS book-based transfer system will constitute a valid tender under the rights offering.
The trust will not issue fractional units upon the exercise of rights. Where the exercise of rights would appear to entitle a holder of rights to fractional units, the holder's entitlement will be reduced to the next lowest whole number of units.
A holder of a rights certificate who has fully exercised all of the rights evidenced by such rights certificate will be entitled to subscribe for additional units available, at a price of $10.10 per unit, by completing Form 2, as well as Form 1 on the rights certificate and delivering such certificate and payment of the subscription price for each additional units subscribed for to the subscription agent to be received there prior to the expiry time. If the total number of units subscribed for under the additional subscription privilege exceeds the number of the unsubscribed units, those units will be allotted to each participant in the additional subscription privilege on a pro rata basis. If a participant in the additional subscription privilege is allotted a number of units less than the number specified in Form 2 by such subscriber, the subscription agent will refund (without interest) the excess of the total subscription price paid by such participant.
It is anticipated that the circular and rights certificates will be mailed to unitholders on or about March 25, 2008.
The circular discloses that the trust has engaged TD Securities Inc. to form a facilitating dealer group that includes members of the Investment Dealers Association of Canada and recognized stock exchanges in Canada for the purpose of soliciting subscriptions for the units offered pursuant to the circular. In consideration for such services, the trust has agreed to pay the dealer manager a fee consisting of (i) $65,000, plus (ii) 1.5 cents per unit (excluding units subscribed for by (a) the employees and officers of the trust, the trust manager and/or the mortgage banker, and their respective associates and affiliates and/or (b) the trust manager), payable at closing of this offering, provided in the case of each of (i) and (ii) that at least 885,068 units are issued at closing, plus (iii) a subscription fee of 15 cents per unit (excluding units subscribed for by (a) the employees and officers of the trust, the trust manager and/or the mortgage banker, and their respective associates and affiliates and/or (b) the trust manager) in respect of each subscription procured by a member of the facilitating dealer group subject to a maximum fee of $1,500 in respect of rights issued to and exercised by or on behalf of a single beneficial subscriber.
Trading and settlement rules
Trade dates Settlement dates April 28, 2008 April 30, 2008 April 29, 2008, and April 30, 2008 Cash next day May 1, 2008 Cash same day
All trades on April 28, 2008, will be for special settlement on April 30, 2008. These trades will appear on the CDS settlement report and will be recorded with a settlement date of April 30, 2008.
All trades on April 29, 2008, and April 30, 2008, will trade for cash settlement the following business day. Trades on May 1, 2008, from the open to noon 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. on the expiry date. The rights will be halted at 12 p.m. on May 1, 2008, and will be delisted at the close on the same day.
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.