Pentland Securities (1981) Inc.

December 06, 2009 17:22 ET

Pentland Enters Into Monetization Transaction

CALGARY, ALBERTA--(Marketwire - Dec. 6, 2009) - Pentland Securities (1981) Inc. ("Pentland") and 4280661 Canada Inc. ("4280661") announced today that Pentland has agreed to monetize a portion of its holdings of restricted voting exchangeable shares of Molson Coors Canada Inc. (which are exchangeable on a one-for-one basis for restricted voting shares in Molson Coors Brewing Company ("Molson Coors")). The monetization transaction (the "Transaction") permits Pentland and its affiliates to monetize a portion of their holdings of these shares in order to replace currently outstanding debt, while maintaining beneficial ownership and voting rights over the monetized shares. Pentland and its affiliates are controlled by Eric H. Molson, the Chairman Emeritus of the Board of Molson Coors.

"The Molson family remains fully committed to Molson Coors, its management team, growth strategy and people", said Andrew Molson, President of Pentland. "The Transaction is designed solely to provide liquidity to our holding company so that we may replace currently outstanding debt, while maintaining our economic and voting interest in the company." The Transaction does not alter Pentland's holdings of voting shares in Molson Coors, nor does it affect the Molson and Coors families' shared control over Molson Coors through their voting trust.

Under the Transaction, Pentland has entered into a forward agreement and a related confirmation (collectively, the "Forward") with an affiliate of a Canadian chartered bank (the "Bank") relating to 700,000 shares (the "Forward Securities") of restricted voting Class B common stock ("Class B Shares") of Molson Coors. The Bank will provide Pentland with a zero coupon loan repayable in cash at the settlement of the Forward. Settlement of the Forward will occur on December 11, 2014 and will be in cash or, if elected by Pentland, physical delivery of the Forward Securities.

Information About Share Ownership

As at October 23, 2009, Molson Coors had outstanding 2,594,664 shares of Class A common stock ("Class A Shares"), 158,966,415 shares of Class B Shares (together with the Class A Shares, the "Common Shares"), one share of special Class A voting stock and one share of special Class B voting stock. As at October 23, 2009, the outstanding shares of Molson Coors Canada Inc. ("Exchangeco") included 3,164,905 Class A exchangeable shares ("Class A Exchangeable Shares") and 20,310,533 Class B exchangeable shares (the "Class B Exchangeable Shares" and, together with the Class A Exchangeable Shares, the "Exchangeable Shares"). All holders of Class A Exchangeable Shares may exchange those shares at any time on a one-for-one basis for Class A Shares, and holders of Class B Exchangeable Shares may exchange those shares at any time on a one-for-one basis for Class B Shares.

Pentland owns 252 Class A Shares, 1,857,224 Class A Exchangeable Shares, 468 Class B Shares and 3,449,132 Class B Exchangeable Shares. Pentland holds on a pro-forma basis 1,857,476 Class A Shares representing as at October 23, 2009 approximately 32.25% of the issued and outstanding Class A Shares and 3,449,600 Class B Shares representing as at October 23, 2009 approximately 1.92% of the issued and outstanding Class B Shares, in each case assuming conversion of all Class A Exchangeable Shares and Class B Exchangeable Shares. Pentland also owns all of the voting securities of 4280661.

4280661 holds on a pro-forma basis 667,058 Class A Shares representing, as at October 23, 2009, approximately 11.58% of the issued and outstanding Class A Shares, assuming conversion of all Class A Exchangeable Shares.

Pentland, 4280661 and their respective affiliates and associates may, subject to market conditions, make investments in or dispositions of securities of Exchangeable Shares or Common Shares in the future through market transactions, private agreements or otherwise and may, from time to time, effect exchanges of Exchangeable Shares for Common Shares.

Forward Looking Statements

This press release includes forward-looking statements. Neither Pentland nor 4280661 undertakes to publicly update this press release, including forward-looking statements, if any, as result of new information, future events or otherwise.

Pentland and 4280661 are each located at 335 – 8th Avenue, 3rd Floor, Calgary, Alberta T2P 1CP.

Contact Information

  • For further information or for copies of the early warning
    report filed in connection with this press release,
    please call:
    Robert S. Murphy
    416-863-5537