Brompton Group has announced:
At special meetings of Preferred and Class A shareholders of Brompton Equity Split Corp. (“BE”) and Dividend Growth Split Corp. (“DGS”) held today, shareholders approved special resolutions to amalgamate BE and DGS to form a new fund to be named Dividend Growth Split Corp. (“New DGS”). The effective date of the merger is expected to be May 18, 2011, subject to applicable regulatory approvals. The merger is expected to be implemented on a tax deferred basis to shareholders of BE and DGS, subject to the assumptions and qualifications outlined in the joint management information circular for the meetings.
At the meeting, the extension of the term for New DGS for up to 5 years beyond the scheduled termination date for DGS of November 30, 2014 and thereafter for successive terms of up to 5 years as determined by the New DGS Board of Directors was approved. Shareholders will be able to redeem either their Preferred Shares or Class A Shares of New DGS at Net Asset Value per Share prior to any such extension and New DGS will provide at least 60 days’ notice to Shareholders of the extended retraction date by way of press release.
In addition, as a result of the approval of the special resolutions, shareholders of BE will have the opportunity to redeem their shares of BE prior to the merger if they do not wish to participate in the merger. Shareholders wishing to redeem their BE shares may surrender such BE shares to Computershare Investor Services Inc. up until 5:00 p.m. (Toronto time) on April 15, 2011. Shares are held on behalf of beneficial holders through CDS Participants who may have earlier cut off times.
New DGS will have the same investment objectives, strategies and restrictions as DGS as well as substantially the same preferred share and class A share attributes. DGS invests on an equally weighted basis in a portfolio of 20 large capitalization Canadian equities that have among the highest dividend growth rates on the TSX.
Under the merger proposal, each issued and outstanding preferred share of BE will become one preferred share of DGS. Each issued and outstanding class A share of BE will become the number of class A shares of DGS determined by dividing the net asset value per class A share of BE by the net asset value per class A share of DGS, each calculated on April 28, 2011. In order to maintain the same number of DGS class A and preferred shares outstanding following the merger, class A shares or preferred shares of BE may be redeemed by BE on a pro-rata basis prior to the merger as outlined in the joint management information circular.
The plan was reported on PrefBlog in the post BE.PR.A and DGS.PR.A to Merge?. BE.PR.A is not tracked by HIMIPref™. DGS.PR.A is tracked by HIMIPref™ but is assigned to the Scraps index on credit concerns.
If the 1:1 ratio of preferred shares to class A shares outstanding is maintained, the merger will not result in a decrease in downside protection for existing DGS Preferred Shareholders. As a result, provided BE exercises its right to restore the 1:1 ratio, DBRS expects that the New DGS Preferred Shares will be assigned the same rating as the DGS Preferred Shares.
[…] was last mentioned on PrefBlog when the merger and term extension were approved. DGS.PR.A is tracked by HIMIPref™ but is relegated to the Scraps index on credit […]
[…] Net Assets: This calculation is complicated by the merger with BE that took effect in May. We need figure to calculate portfolio yield. [79.0-million (NAV, beginning […]