TORONTO, ONTARIO--(Marketwired - June 20, 2013) -
- Name and address of the offeror
Mark A. Caranci
181 Bay Street, Suite 2930
Toronto, Ontario
M5J 2T3
- The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances.
Mark A. Caranci (the "Purchaser") has been granted options (the "Options") to purchase 64,141 Class A common shares of Brompton Corp. ("Brompton") (representing approximately 3.9% of the then issued and outstanding Class A common shares of Brompton) and is therefore deemed to have acquired beneficial ownership of such shares. These Options were granted on March 5, 2013, have not been exercised but are currently exercisable. The Options expire on March 4, 2020.
- The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file a news release.
Should the Purchaser exercise the Options noted in item 2 above, the Purchaser would then beneficially own or control, together with the Purchaser's wholly-owned subsidiary Eastglen Consulting Corp. ("Eastglen"), an aggregate of 257,305 Class A common shares in the capital of Brompton representing approximately 15.6% of the then issued and outstanding Class A common shares of Brompton. At present the Purchaser beneficially owns or controls, together with Eastglen, approximately 12.2% of the currently issued and outstanding Class A common shares of Brompton.
- The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which:
- the offeror, either alone or together with joint actors, has ownership and control,
If the Options noted in item 2 above are exercised, the Purchaser, together with Eastglen, would have beneficial ownership and control of 257,305 Class A common shares in the capital of Brompton representing approximately 15.6% of the then issued and outstanding Class A common shares of Brompton. However, currently the Purchaser, together with Eastglen, has ownership of 193,164 Class A common shares of Brompton representing approximately 12.2% of the currently issued and outstanding Class A common shares of Brompton.
- the offeror, either alone or together with joint actors, has ownership and control,
- the offeror, either alone or together with joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor,
Not applicable.
- the offeror, either alone or together with joint actors, has exclusive or shared control but does not have ownership.
Not applicable.
- The name of the market in which the transaction or occurrence that gave rise to the news release took place.
Not applicable.
- The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release.
No consideration was paid by the Purchaser on the grant of the Options.
- The purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer.
The Options were granted by the board of directors of Brompton to the Purchaser pursuant to the terms of Brompton's stock option plan. Subject to compliance with applicable securities laws, the Purchaser or its joint actor may purchase or sell securities of Brompton in the future depending on market conditions and other factors material to its investment decisions.
- The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer, entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any securities.
The Options are currently exercisable. The exercise price of the Options is CAD$14.3434 per share and the Options expire on March 4, 2020.
- The names of any joint actors in connection with the disclosure required by this form.
Eastglen Consulting Corp. is deemed to be a joint actor of the Purchaser as the Purchaser is the sole shareholder of Eastglen Consulting Corp.
- In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value in Canadian dollars of the consideration paid by the offeror.
Not applicable.
- If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 in respect of the reporting issuer's securities.
Not applicable.
- If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance.
Not applicable.
DATED June 20, 2013.
By: (signed) "Mark Caranci"
Name: Mark Caranci
Contact Information:
Mark Caranci
caranci@bromptongroup.com
caranci@bromptongroup.com