TORONTO, ONTARIO--(Marketwired - Oct. 25, 2013) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Big 8 Split Inc. (TSX:BIG.A)(TSX:BIG.PR.B)(TSX:BIG.PR.C) announced today that it has called all existing 585,093 of its Class B Preferred Shares and all existing 651,155 of its Class C Preferred Shares and all existing 1,236,248 of its Class A Capital Shares ("Old Capital Shares") for final redemption on December 15, 2013 (the "Redemption Date"). The redemption price for each Class B and Class C Preferred Share is expected to be $12.00 per share. The redemption price per Old Capital Share will be equal to the amount by which the Unit Value exceeds $12.00. Holders of Old Capital Shares may at their option tender a cash amount of $12.00 per Old Capital Share at least 20 business days prior to the Redemption Date and receive for each Old Capital Share a pro rata share of the common shares of Bank of Montreal, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, Royal Bank of Canada, The Toronto-Dominion Bank, Great-West Lifeco Inc., Manulife Financial Corporation and Sun Life Financial Inc. (the "Portfolio Shares") and the holder's pro rata share of the other net assets of the Company.
The Company also announced that it has filed a preliminary prospectus with the securities commissions and similar regulatory authorities in all provinces of Canada in connection with a new offering of Class D preferred shares, series 1 ("New Preferred Shares") and Class D capital shares, series 1 ("New Capital Shares"). The New Preferred Shares will provide holders thereof with an attractive, fixed dividend yield. The New Capital Shares will provide holders thereof with a leveraged opportunity to participate in the capital appreciation and dividend growth on the Portfolio Shares.
In conjunction with the new offering, and recognizing that some holders of Old Capital Shares may wish to continue their investment in Big 8 Split, the Company will issue to holders who so elect New Capital Shares in satisfaction of the redemption price of their Old Capital Shares. Electing shareholders may be eligible to obtain a full or partial tax-deferred rollover on the redemption of their Old Capital Shares.
Details of the new offering and tax-deferred rollover are contained in the preliminary short form prospectus which should be obtained from the Company's website (www.tdsponsoredcompanies.com) or from an investment advisor.
The Class A Capital Shares, Class B Preferred Shares, and Class C Preferred Shares of Big 8 Split are listed on the Toronto Stock Exchange under the symbols BIG.A, BIG.pr.B and BIG.pr.C, respectively.
The shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities legislation and they may not be offered or sold in the United States or to or for the account of a person in the United States or a U.S. person except in transactions exempt from the registration requirements of the 1933 Act and applicable state securities legislation.
A preliminary short form prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in each Province of Canada. The preliminary short form prospectus is still subject to completion or amendment. Copies of the preliminary short form prospectus may be obtained from TD Securities Inc. or any other member of the syndicate. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.