Name - Yorbeau Resources
Website - http://www.yorbeauresources.com
Symbol - YRB.RT
Cusip Number - 986191 17 9
Expiry Date - June 3, 2008
Yorbeau Resources rights offering
2008-05-02 16:37 MT - Rights Offering
TSX bulletin 2008-0466
Rights symbol: YRB.RT
Rights Cusip No.: 986191 17 9
Shareholder entitlement: One right for each Class A share held on the record date
Terms of the rights: 10 rights plus 36 cents for one unit
Expiry time: 4 p.m. (Montreal time) on June 3, 2008
Ex rights date: May 6, 2008
Record date: May 8, 2008
Designated market-maker: W.D. Latimer Co. Ltd.
Holders of Class A common shares of Yorbeau Resources Inc. of record as of the close on May 8, 2008, are entitled to one right for every Class A share of the company held on such record date. Ten rights entitle the holder to purchase one unit of the company at a price of 36 cents per unit. Each unit comprises one flow-through Class A share of the company at a price of 18 cents per flow-through share and one Class A share of the company at a price of 18 cents per Class A share. The rights are evidenced by transferable rights certificates registered in the names of holders of Class A shares of record on the record date on the basis of one right for each Class A share held. The rights will expire at 4 p.m. (Montreal time) on June 3, 2008.
The Class A shares of the company will commence trading on an ex rights basis at the open on Tuesday, May 6, 2008, at which time the rights will be posted for trading on a when-issued basis.
None of the rights or units issuable on the exercise of the rights are being offered to Canadian holders residing outside of the provinces of British Columbia, Alberta, Ontario and Quebec. Furthermore, the rights and units issuable upon the exercise of the rights are not and will not be registered or qualified under the United States Securities Act of 1933 (as amended). This offering is therefore not being made in, and the rights certificates will not be forwarded to, nor subscriptions accepted from, a shareholder whose address in the records of the company is in, or whom the company or Computershare Investor Services Inc. believe to be a resident of, the U.S., any country other than Canada or any Canadian province other than the qualifying jurisdictions.
Computershare will hold the rights until 4 p.m. (Montreal time) on May 23, 2008, in order to give the beneficial holders an opportunity to claim the rights certificate by satisfying the company that the issue of units pursuant to the exercise of rights will not be in violation of the laws of the applicable jurisdiction. Following such date, Computershare, for the account of ineligible shareholders, will, prior to the expiry time, attempt to sell the rights allocable to such ineligible shareholders and evidenced by rights certificates in the possession of Computershare, at such prices and otherwise in such manner as Computershare may determine in its sole discretion. The net proceeds received by Computershare from the sale of such rights will be divided among the ineligible shareholders in proportion to the number of Class A shares held by them respectively on the record date. Computershare will mail cheques therefor at the addresses of the ineligible shareholders appearing in the records of the company. Amounts of less than $2 will not be mailed.
Holders of a rights certificate may subscribe for units by completing Form 1 on the face of the rights certificate and delivering the rights certificate so completed, together with payment of 36 cents for each unit subscribed for, to Computershare at its principal offices in Montreal or Toronto so as to be received there prior to the expiry time.
Each holder of a rights certificate who has fully exercised all of its rights will be entitled to subscribe for additional units, if available, at a price of 36 cents per unit. If the total number of units subscribed for under this additional subscription privilege exceeds the number of units available, the available units will be allotted on a pro rata basis. The additional subscription privilege can be exercised by completing Form 2 on the face of the rights certificate. Payment for additional units must accompany the rights certificate when subscribing for units pursuant to the initial subscription privilege.
Only subscription for whole units will be accepted. No fractional units will be issued upon the exercise of the rights.
It is anticipated that the rights offering circular and rights certificates will be mailed to shareholders on or about May 13, 2008.
It is understood that no soliciting dealer has been engaged in connection with the rights offering. However, the company will pay to any firm which is a member of the Investment Dealers Association of Canada and whose name appears in the place provided on a rights certificate representing rights surrendered for exercise, a fee of 1.4 cents per unit subscribed for thereunder, subject to a minimum of $25. There will be no maximum fee. Also, no fee shall be payable in respect of units subscribed by insiders of the company or their associates.
Mandatory trading and settlement rules of rights
Trade dates Settlement dates May 29, 2008 June 2, 2008 May 30, 2008, and June 2, 2008 Cash next day June 3, 2008 Cash same day
All trades on May 29, 2008, will be for special settlement on June 2, 2008. These trades will appear on the CDS Clearing and Depository Services Inc. settlement report and will be recorded with a settlement date of June 2, 2008.
All trades on May 30, 2008, and June 2, 2008, will trade for cash settlement the following business day. Trades on June 3, 2008, from the open to 12 p.m. (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 time, 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 time on June 3, 2008.
Participating organizations should ensure that their trading and operations staff are made aware of the rules and procedures described above.
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.