31st Aug 2011 12:00
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer making the disclosure: | Canaccord Financial Inc. |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient |
|
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | Canaccord Financial Inc. |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEROR |
(e) Date position held: | August 30, 2011 |
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | No |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Common Shares of no Par Value | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: |
|
|
|
|
(2) Derivatives (other than options): |
|
|
|
|
(3) Options and agreements to purchase/sell: |
|
|
|
|
TOTAL: | None |
| None |
|
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | None |
Details, including nature of the rights concerned and relevant percentages: | None |
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): |
None
|
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure | ||||||
Interests |
|
| ||||
Name | Number of Canaccord Financial Inc. Common Shares | % of Canaccord Issued Common Share Capital | ||||
Keefe, Bruyette and Woods Inc | 26,000 | 0.03% | ||||
Canaccord Genuity Limited | 500 | 0.0006% | ||||
Peter Brown (director) | 1,250,000 | 1.5% | ||||
Charles Bralver (director) | 20,500 | 0.02% | ||||
Massimo Carello (director) | 40,000 | 0.05% | ||||
Michael Harris (director) | 41,500 | 0.05% | ||||
David Kassie (director) | 3,271,660 | 3.9% | ||||
Terrence Lyons (director) | 30,000 | 0.04% | ||||
Paul Reynolds (director) | 947,658 | 1.4% | ||||
Michael Walker (director) | 19,535 | 0.02% | ||||
|
|
| ||||
Rights to Subscribe: |
|
| ||||
The interests of the Directors under the Company's share based incentive schemes were the following. Options granted to independent directors (all directors listed below except Paul Reynolds) vest over four years, with one quarter of the options vesting on March 31st of each year. Options granted to Paul Reynolds, as senior management, vest 20% on August 31, 2012, 30% on August 31, 2013 and 50% on August 31, 2014. | ||||||
| Options | Exercise Price (c) | Grant date | Expiry date | ||
Paul Reynolds | 117,318 options
| $9.47 | August 31, 2009 | August 31, 2016 | ||
Charles Bralver | 25,000 options | $8.39 | August 31, 2010 | March 31, 2017 | ||
Massimo Carello | 75,000 options (each grant was 25,0000 options ) | 1) $7.87 2) $7.21 3) $8.39 | 1) August 31, 2008 2) August 31, 2009 3)August 31, 2010 | 1) March 31, 2015 2) March 31, 2016 3) March 31, 2017 | ||
Michael Harris | 100,000 options (each grant was 25,0000 options )
| 1) $23.131 2) $9.48 3) $7.21 4) $8.39 | 1) May 16, 2007 2) June 13, 2008 3) May 20, 2009 4) August 31, 2010 | 1) March 31, 2014 2) March 31, 2015 3) March 31, 2016 4) March 31, 2017 | ||
William Eeuwes | 100,000 options (each grant was 25,0000 options )
| 1) $23.131 2) $9.48 3) $7.21 4) $8.39 | 1) May 16, 2007 2) June 13, 2008 3) May 20, 2009 4) August 31, 2010 | 1) March 31, 2014 2) March 31, 2015 3) March 31, 2016 4) March 31, 2017 | ||
Terrence Lyons | 100,000 options (each grant was 25,0000 options) | 1) $23.131 2) $9.48 3) $7.21 4) $8.39 | 1) May 16, 2007 2) June 13, 2008 3) May 20, 2009 4) August 31, 2010 | 1) March 31, 2014 2) March 31, 2015 3) March 31, 2016 4) March 31, 2017 | ||
Michael Walker | 100,000 options (each grant was 25,0000 options) | 1) $23.131 2) $9.48 3) $7.21 4) $8.39 | 1) May 16, 2007 2) June 13, 2008 3) May 20, 2009 4) August 31, 2010 | 1) March 31, 2014 2) March 31, 2015 3) March 31, 2016 4) March 31, 2017 | ||
Class of relevant security in relation to which subscription right exists: | Common Shares |
Details, including nature of the rights concerned and relevant percentages: | 1) Restricted Share Units ("RSUs"):
The restricted share units vest as common shares, on a one for one basis, over a three year period, with one third vesting each year. Upon the vesting of the restricted share units, the common shares have voting rights. The following directors hold RSUs:
David Kassie: 37,797 RSUs Paul Reynolds: 204,668 RSUs
2) Deferred Share Units ("DSUs"):
A DSU is a bookkeeping entry that tracks the value of one Common Share. DSUs are paid out in cash when the director leaves the Board of Directors. The following directors hold DSUs:
Charles Bralver: 251 DSUs Massimo Carello: 251 DSUs William Eeuwes: 501 DSUs Michael Harris: 1,102 DSUs Terrence Lyons: 801 DSUs Michael Walker: 501 DSUs |
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: If there are no such agreements, arrangements or understandings, state "none" |
None
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | No |
Supplemental Form 8 (SBL) | No |
Date of disclosure: | August 30, 2011 |
Contact name: | Julia Gray |
Telephone number: | (416) 687-5315 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
Related Shares:
CF..LEVG.LInvestec