Assiduous Reader Cal alerted me in the comments to the prior post on the ASC term extension proposal that the company, AIC Global Financial Split Corp., which is now flying the banner of Manulife Investments has – finally – posted the Management Information Circular on SEDAR.
The plan is extraordinarily abusive and the directors
- Paul Lorentz
- Sheila Hart
- Jennifer Mercanti
- Warren Law
should be extremely ashamed of themselves.
There is, as projected in the comments to the notification of intent, no “sweetener” to the NAV that might convince a rational preferred shareholder to vote in favour. The current asset coverage is 1.1-:1, a very low figure that means a lot of immediate downside risk is being borne by the preferred shareholders.
Readers will remember the recent proposal to extend term for PIC.PR.A which was eventually approved. I didn’t think much of that plan either, given the distribution policy and the low level of asset coverage (which was nevertheless higher than is currently the case with ASC.PR.A), but the promoter, Mulvihill, acted with all the integrity one might wish: they provided that in the case of the term extension proceeding, there would be a special retraction right, effective on the date of the original maturity, whereby shareholders could bail out if they didn’t like the prospects going forward. This resulted in a large retraction, which wound up improving the credit quality of the preferred shares significantly. This was well done: bravo Mulvihill!
There is no such privilege being offered to holders of ASC.PR.A.
Instead, security holders are treated to a page and a half of unfamiliar gobbledygook regarding their Rights of Dissent:
Pursuant to the provisions of Section 185 of the Business Corporations Act (Ontario) (“OBCA”), Securityholders are entitled to dissent and be paid the fair value of their shares if they object to the Special Resolution and the Special Resolution becomes effective.
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In order to dissent, a Securityholder must send a written objection (an “Objection Notice”) to the Special Resolution to the Corporation at Proxy Tabulation, P.O. Box 2800 Stn LCD Malton, Mississauga, Ontario L5T 2T7 on or before the date of the Special Meeting.
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Within 10 days following the date of the Special Meeting, the Corporation will deliver to each Securityholder who has filed an Objection Notice in respect of the Special Resolution, at the address specified for such purpose in such Securityholder’s Objection Notice, a notice stating that the Special Resolution has been adopted (the “Corporation Notice”).
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Within 20 days after receipt by a Securityholder of the Corporation Notice or, if no Corporation Notice is received by the dissenting Securityholder, within 20 days after such Securityholder learns that the Special Resolution has been adopted, the dissenting Securityholder is required to send a written notice to the Corporation, at the address set forth in the preceding paragraph, containing the Securityholder’s name and address, the number of shares held in respect of which such Securityholder dissents and a demand for payment of the fair value of such shares (the “Demand for Payment”). Within 30 days thereafter, the Securityholder must send the share certificates representing such shares to the Corporation. Such share certificates will be endorsed by the Corporation with a notice that the holder is a dissenting Securityholder and will be returned to the dissenting Securityholder. A Securityholder who fails to forward share certificates within the time required loses any right to make a claim for payment of the fair value of such Securityholder’s shares.
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Not later than seven days after the later of the day on which the action approved by the Special Resolution becomes effective and the date the Corporation receives the Demand for Payment, the Corporation will send to each dissenting Securityholder a written offer (the “Offer to Pay”) to pay for the shares which are the subject of the Objection Notice in an amount considered by the Board of Directors of the Corporation to be the fair value of such shares as of the close of business on the day before the day on which the action approved by the Special Resolution becomes effective accompanied by a statement showing how the fair value was determined.
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If the Corporation fails to make the Offer to Pay or a dissenting Securityholder fails to accept the Offer to Pay within the time limit prescribed therfor, the Corporation may apply under the OBCA to a court to fix a fair value for the shares within 50 days after the day on which the action approved Special Resolution becomes effective or within such further period as the court may allow.
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Provided that the Special Resolution becomes effective, a Securityholder who complies with each of the steps required to dissent effectively is entitled to be paid the fair value of the shares in respect of which such Securityholder has dissented. Such fair value as determined by the court may be more than, less than or equal to the consideration to be received under the Offer to Pay.
The foregoing is a summary only of the rights of dissenting Securityholders. Any Securityholder desiring to exercise a right to dissent should seek legal advice since failure to comply strictly with the provisions of Section 185 of the OBCA may prejudice that right.
Look at all the backing-and-forthing! Dissenters have to send at least three official notices to the compay: first the Objection Notice, then the Demand for Payment, then – if you’re lucky – the acceptance of the Offer to Pay. Ridiculous!
The repeated references to share certificates are a disgraceful attempt to confuse shareholders such as my good friend Cal: there aren’t any:
As a result of the Corporation issuing shares in book-entry form only, CDS is the sole registered Securityholder of each of the shares.
The only good thing one can say about this is that at least the corporation is not adding injury to insult by paying the expenses itself:
All external costs incurred by the Corporation in connection with the Extension will be borne by the Manager. Such external costs are estimated to be $50,000.
On the other hand:
Management fees in the amount of $127,438 were paid by the Corporation to the Manager during the year ended December 31, 2010.
Of course, we’re not told what the “internal” costs might be, so don’t break out the champagne and party hats just yet!
I’ll probably catch some flak due to my characterization of the plan as “abusive”. After all, some might say, since the Manager is paying the $50,000 ticket, all that’s happening is the preferred shareholders are being asked to vote. A no vote on the resolution will halt the plan at no cost to them, either directly or in the form of reduced Asset coverage (unless, of course, there are significant “internal” costs not disclosed in the Circular).
To which I say: piffle. Most preferred shareholders are not financial professionals and most of their advisors – being stockbrokers – aren’t much good. Those who take the view that this process is perfectly fair are in the same moral position as those who convince grandma to pay $20,000 for new aluminum siding.
A term extension will come with very high risk to preferred shareholders. Hymas Investment Management Inc. strongly recommends that preferred shareholders:
- Vote NO!
- Exercise rights of dissent
Specific details of who must do what by what date in order to dissent will – probably – vary from broker to broker. Preferred shareholders should contact their brokers well before the meeting (“to be held on Monday, April 4, 2011 at 10:00 a.m.”) to ensure their rights of dissent are not inadverdently lost. Note that:
If you are a holder of Class A Shares or Preferred Shares … you should submit a voting instruction form … well in advance of the 5:00 p.m. (Toronto time) deadline on April 1, 2011 for deposit of proxies.
Specific dates will vary from broker to broker, but will generally be at least a day or two in advance of Friday April 1.
Update, 2011-3-1: Note that the prospectus (available on SEDAR, dated May 18, 2004, allows for:
Annual Concurrent Retraction. A holder of a Preferred Share may concurrently retract an equal number of Preferred Shares and an equal number of Class A Shares on the Retraction Date in May of each year, commencing on the Retraction Date in May in 2005, at a retraction price equal to the NAV per Unit on that date. To be retracted in this manner, the Preferred Shares and Class A Shares must both be surrendered for retraction at least five Business Days prior to the Retraction Date in May for the applicable year. Payment of the proceeds of retraction will be made on or before the eighth Business Day following the Retraction Date in May for the applicable year.
However, the Capital Units are currently quoted at 1.45-50, well above their intrinsic value; additionally, preferred shareholders will have to incur commission expenses and take exposure to Whole Units in order to take advantage of this provision. The preferreds are now at 9.45-89.