Imagine Holding Corp. Announces Record Date for Spin-Off of Imagine Media, Ltd.DENVER Denver, city (1990 pop. 467,610), alt. 5,280 ft (1,609 m), state capital, coextensive with Denver co., N central Colo., on a plateau at the foot of the Front Range of the Rocky Mts., along the South Platte River where Cherry Creek meets it; inc. 1861. -- Imagine Holding Corp. ("Imagine" or the "Company") (Pink Sheets: IMHD) announced today that it has formed a new 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. , Imagine Media, Ltd., for the purpose of spinning off to its shareholders, pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share. In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them. , all of its interest in that subsidiary and its associated operations. Imagine Media, Ltd. was formed and organized as a new holding company for the Company's historical operations, which consists of a 60% equity interest in Imagine Operations, Inc. Imagine Operations, Inc. publishes and distributes Image Magazine, a monthly guide and entertainment source for Coloradans. Imagine Media, Ltd. is a wholly owned subsidiary of Imagine. All of the shares of Imagine Media, Ltd. owned by the Company will be spun off to the Company's shareholders, pro rata, in the nature of a stock dividend distribution. Shareholders of Imagine entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to participate in the spin-off The situation that arises when a parent corporation organizes a subsidiary corporation, to which it transfers a portion of its assets in exchange for all of the subsidiary's capital stock, which is subsequently transferred to the parent corporation's shareholders. distribution will receive one (1) share of Imagine Media, Ltd. for each share of Imagine owned as of the record date. Imagine has established the close of business on August 23, 2007 as the record date for the spin-off. Only shareholders of record of Imagine on the record date will be entitled to participate in the stock dividend distribution. Following the record date, shares of the Company's common stock will trade "ex-dividend Ex-Dividend The trading of shares when a declared dividend belongs to the seller rather than the buyer. Notes: A stock trades ex-dividend on or after the ex-dividend date (ex-date). ." Imagine Media, Ltd. intends to prepare and file a Registration Statement with the Securities and Exchange Commission registering the spin-off distribution of the shares of Imagine Media, Ltd. to the shareholders of Imagine, pro rata. The spin-off will not occur until the Registration Statement has been declared de·clare v. de·clared, de·clar·ing, de·clares v.tr. 1. To make known formally or officially. See Synonyms at announce. 2. To state emphatically or authoritatively; affirm. 3. effective by the Securities and Exchange Commission, which Imagine estimates should occur by the end of this calendar year. Nevertheless, only shareholders of Imagine as of the record date of August 23, 2007 will be entitled to participate in the distribution. Pending completion of the Registration Statement and distribution, the shares of Imagine Media, Ltd. that will be spun off have been transferred to and will be held in a spin-off trust for the benefit of the Imagine shareholders entitled to participate in the spin-off. |
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