Name - Uranium Focused Energy Fund
Website - http://www.middlefield.com
Symbol - UF.RT
Cusip Number - 917001 11 7
Expiry Date - Aug. 29, 2007
Uranium Focused Energy Fund rights
2007-07-25 18:53 MT - Rights Offering
TSX bulletin 2007-1064
Rights symbol: UF.RT
Rights Cusip No.: 917001 11 7
Unitholder entitlement: One right for each unit held on the record date
Terms of the rights: Three rights and $9.30 per unit
Expiry time: 4 p.m. (Toronto time), Aug. 29, 2007
Ex rights date: July 27, 2007
Record date: July 31, 2007
Designated market-maker: Orion Securities Inc.
Additional information on the rights offering may be found in the fund's rights offering prospectus dated July 18, 2007, which is available at www.sedar.com. Holders of units of Uranium Focused Energy Fund at the close (Toronto time) on Tuesday, July 31, 2007, will be granted transferable rights to subscribe for and purchase additional units of the fund. Each holder of units at the close on the record date is entitled to receive one right for each unit held. Three rights entitle the holder thereof to purchase one unit at a price of $9.30 per unit on or before 4 p.m. (Toronto time) on Aug. 29, 2007.
The units of the fund will commence trading on an ex rights basis at the open on Friday, July 27, 2007, at which time the rights will be posted for trading on a when-issued basis.
The rights will be evidenced by the fully transferable rights certificates which will be issued in registered form. For unitholders who hold their units in registered form, a rights certificate evidencing the number of rights to which a holder is entitled and the number of units which may be obtained on exercise of those rights will be mailed with a copy of the prospectus to each unitholder as of the record date. In order to exercise the rights evidenced by the rights certificate, the holder of rights must complete and deliver the rights certificate in accordance with the instructions set out thereon and in the prospectus.
Unitholders that hold their units through a CDS Clearing and Depository Services Inc. participant will not receive physical certificates evidencing their ownership of rights. On the record date, a global certificate representing such rights will be issued in registered form to, and in the name of, CDS or its nominee. The fund expects that each beneficial unitholder 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. CDS will be responsible for establishing and maintaining book-entry accounts for its participants holding rights. Unitholders who hold their units through a CDS participant must arrange purchases or transfers of rights through their CDS participant. It is anticipated by the fund that each such purchaser of a unit or right will receive a customer confirmation of issuance or purchase, as applicable, from the CDS participant through which such right is issued or such unit is purchased in accordance with the practices and policies of such CDS participant.
This offering is made in the provinces and certain territories of Canada only and not in the United States 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 U.S. or any territory or possession thereof or an offering to or for the account or benefit of any U.S. person (as defined in Regulation S under the 1933 Act) or a solicitation therein of an offer to buy any securities. Accordingly, subject to certain exceptions, the subscription agent will not accept subscriptions from any unitholder or from any transferee of rights who is or appears to be, or who the subscription agent has reason to believe is, a resident of the U.S. or any territory or possession thereof or of any jurisdiction outside of Canada.
Each holder of rights who has initially subscribed for all of the units to which such holder is entitled pursuant to the basic subscription privilege may subscribe for any number of additional units, if available, at a price equal to the subscription price for each additional unit. If any holder of rights has subscribed for fewer additional units than such holder's pro rata allotment of additional units, the excess additional units will be allotted in a similar manner among the holders who were allotted fewer additional units than they subscribed for.
To apply for additional units under the additional subscription privilege, any holder of a rights certificate who completes Form 1 on the rights certificate for the maximum number of units that can be subscribed for pursuant to the basic subscription privilege also must complete Form 2 on the rights certificate and specify the number of additional units desired to be subscribed for and any unregistered holder of rights must forward its request to the CDS participant prior to the expiration time. Payment for additional units, in the same manner as for the basic subscription privilege, must accompany the rights certificate and the request when it is delivered to the subscription agent, or the CDS participant, as the case may be. Any excess funds will be returned by mail by the subscription agent or credited to a subscriber's account with its CDS participant by the subscription agent, as applicable, without interest or deduction. Payment of such subscription price must be received by the subscription agent prior to the expiration time, failing which the subscriber's entitlement to such units shall terminate. Accordingly, if a subscriber is applying through a CDS participant, the subscriber must deliver its payment and instructions sufficiently in advance of the expiration time to allow the CDS participant to properly exercise rights on its behalf.
It is anticipated that the prospectus and the rights certificates will be mailed to unitholders on or about Aug. 8, 2007.
The prospectus discloses that the fund has engaged Middlefield Capital Corp. (the dealer manager) to form a soliciting dealer group to solicit the exercise of the rights. The fund will pay a subscription fee of 15 cents (the subscription fee) for each subscription of a unit procured by the dealer manager or a member of the soliciting dealer group, subject to a maximum subscription fee of $1,500 and minimum subscription fee of $85 in respect of rights exercised by or on behalf of any single beneficial subscriber and provided that no subscription fee will be paid in respect of an exercise of rights to purchase less than 250 units by any single beneficial subscriber.
Trading and settlement rules
Trade dates Settlement dates
Aug. 24, 2007 Aug. 28, 2007
Aug. 27, 2007, and Aug. 28, 2007 Cash next day
Aug. 29, 2007 Cash same day
1. All trades on Aug. 24, 2007, will be for special settlement on Aug. 28, 2007. These trades will appear on the CDS settlement report and will be recorded with a settlement date of Aug. 28, 2007.
2. All trades on Aug. 27, 2007, and Aug. 28, 2007, will trade for cash settlement the following business day. Trades on Aug. 29, 2007, from the open to noon will be for same day cash settlement.
3. Selling participating organizations must have the rights that are being sold in their possession or owed to them through clearing prior to such sale.
4. 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 Aug. 29, 2007. Investors should contact their brokers for information or advice on their investment.
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.