Brascade Resources Announces Corporate Reorganization.TORONTO -- Brascade Resources Inc. (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :BCA BCA Business Case Analysis BCA Building Code of Australia BCA Boeing Commercial Airplanes BCA Board of Contract Appeals BCA Boston Center for the Arts BCA Billiard Congress of America BCA Bureau of Criminal Apprehension BCA Breast Cancer Action .PR.B) announced today that it is proposing to undertake a corporate reorganization which will expand its asset base and broaden the investment mandate for the company. Brascade, which is a subsidiary of Brascan Corporation, currently owns a 25% interest in Noranda Inc. as well as a 22% interest in each of Fraser Papers Inc. and Norbord Inc. Completion of the reorganization is subject to the receipt of certain securities regulatory approvals. The reorganization will include: -- The acquisition by Brascade of an additional 21% interest in each of Fraser Papers and Norbord, representing the additional shares in those companies that are currently owned by Brascan; -- The acquisition of Brascan Corporation's 17% interest in Canary Wharf Group, plc; -- The conversion and redemption of the 300 common shares of Brascade not owned by Brascan Corporation at a price equal to their fair market value, with the result that Brascan will own 100% of the common shares of the company; and -- The establishment of retraction In the law of Defamation, a formal recanting of the libelous or slanderous material. Retraction is not a defense to defamation, but under certain circumstances, it is admissible in Mitigation of Damages. Cross-references Libel and Slander. rights for all holders of each class of shares of the company. Following the reorganization, the company's Series B preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. will be redeemable at the option of the holder at a price equal to the redemption price Redemption price See: Call price redemption price 1. The price at which an open-end investment company will buy back its shares from the owners. In most cases, the redemption price is the net asset value per share. 2. of these shares and will no longer have voting rights Voting rights The right to vote on matters that are put to a vote of security holders. For example the right to vote for directors. voting rights The type of voting and the amount of control held by the owners of a class of stock. . These preferred shares will continue to pay quarterly dividends at their current rate and will continue to be listed on the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. . Brascade's common shares will be retractable by Brascan for a price equal to 95% of the net asset value per common share. Following the reorganization, the company will be renamed "Brascade Corporation." It is expected that Brascade will continue to serve as an investment holding company. Brascade will consider further issuances of securities, including preferred shares, as a means of financing portions of these investment positions. The reorganization will be effected by way of an amalgamation between Brascade and 4250231 Canada Limited, a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Brascan. The amalgamation will require the separate approval of two-thirds of all Brascade common shares and each series of Brascade's outstanding preferred shares voted in person or by proxy by the holders of these shares at a shareholders' meeting shareholders' meeting n. a meeting, usually annual, of all shareholders of a corporation (although in large corporations only a small percentage attend) to elect the Board of Directors and hear reports on the company's business situation. expected to be held in early September 2004. The terms of the proposed amalgamation and the resulting impact on the holders of common and preferred shares, other than Brascan and its affiliates, have been reviewed by a committee of independent directors of Brascade. The Independent Committee has confirmed to the board of directors of Brascade that it has determined that the amalgamation is in the best interests of the company and fair to the minority shareholders. The Independent Committee was assisted in its deliberations by Koger Valuations Inc., an independent financial advisor and qualified valuator, which provided a valuation of the company's common shares. An information circular Information Circular A document sent to shareholders outlining important matters to be discussed at the annual shareholders' meeting. Notes: Sent along with a proxy, the information circular may cover matters such as the election of the Board of Directors, possible describing the terms of the amalgamation will be mailed to shareholders within the next week. This news release contains forward-looking statements concerning the company's business and operations. The Company cautions that, by their nature, forward-looking statements involve risk and uncertainty and the company's actual results could differ materially from those expressed or implied in such statements. Reference should be made to the most recent Annual Information Form for a description of the major risk factors. |
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