Dundee postpones special meeting, proposes amended terms in series 4 preferred share exchange

By Wendy Van Sickle

Columbus, Ohio, Jan. 6 – Dundee Corp. postponed a special meeting for holders of its series 4 first preference shares with a par value C$17.84 and dividend rate of 5% until 9 a.m. ET on Jan. 28 in Toronto, according to a press release.

The meeting was initially scheduled for Jan. 7 but was pushed back in order for shareholders to consider amendments to the terms of the company's previously announced preferred share exchange transaction.

Under the amended exchange shareholders will exchange each series 4 share for 0.7136 of a first preference share, series 5, par value C$25.00, plus 0.25 of a subordinate voting share warrant to purchase one class A subordinate voting share of the company at C$6.00 through June 30, 2019. The previous exchange proposal did not include purchase warrants.

The conditions of the series 5 preferred shares are identical to those of the series 4 preferred shares, except for the following:

• The cumulative dividend rate will increase to 7.5% from 5%;

• Up to 15% of the outstanding shares of each series 5 preferred shareholder will be subject to redemption at par at the holder's option on June 30;

•A further 17% of the then outstanding shares of each series 5 preferred shareholder will be subject to redemption at the holder's option for its par value on Jan. 31, 2018; and

• The series 5 preferred shares will be redeemable by Dundee at C$25.75 per share if redeemed prior to June 30, 2017; C$25.50 per share if redeemed from June 30, 2017 to June 30, 2018; C$25.25 per share if redeemed from June 30, 2018 to June 30, 2019; and C$25.00 per share if redeemed on or after June 30, 2019. In each case, Dundee will also pay accrued dividends to but excluding the redemption date.

The one-time consent fee of up to 1.25% that would have been payable to series 4 preferred shareholders who approved the prior proposal has been replaced by a 1.5% per year increase in the dividend rate payable to all series 5 preferred shareholders in the event that the amended exchange transaction proceeds.

Any votes and any dissents previously submitted by series 4 preferred holders pursuant to the Dec. 3 announcement will not apply to the amended terms.

The proxy cut-off time is 9 a.m. ET on Jan. 26.

GMP Securities LP is the financial adviser and dealer manager. Shorecrest Group Ltd. is the proxy adviser and paying agent.

Dundee is a Toronto-based independent holding company. Through its operating subsidiaries, the company is engaged in business activities in the areas of investment advisory, corporate finance, energy, resources, agriculture, real estate and infrastructure.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.