${ cart.content.item_count } Cart
Close
Continue Shopping
Back to blog arrow Back to All Previous article arrow The Green Organic Dutchman Appoints... The Green Organic Dutchman and... Next article arrow
Back to blog arrow Back to All

SPINCO Q&A

When is the Warrant Distribution Date?

The Warrant Distribution Date commences on June 3, 2019. Please speak with your broker or financial institution for more information on exercise process.

If you are currently holding physical share certificates or DRS Statements that have not been deposited into a financial institution you will be receiving documents directly from Computershare. (Computershare’s contact information is located at the bottom of this Q&A)

 

What is the Exercise Period?

The Exercise Period begins on June 3, 2019 after the Warrants have been distributed.

 

What is the Exercise Period Deadline?

The Warrants must be exercised by 5:00 p.m. Vancouver time July, 10, 2019

 

What are the Terms?

$0.50 per SpinCo Unit

Each Unit consists of one common share and one-half purchase warrant priced at $1.25 for a period of 24 months from the date the SpinCo Shares commence trading on a recognized stock exchange (the “Listing Date”).

The full terms are outlined in TGOD’s May 30, 2019 News Release that can be accessed here.

 

ADDITIONAL INFORMATION ON SPINCO

 

Q1. Is there a minimum amount of TGOD common shares required to qualify for the SpinCo?

There is no minimum amount. As the distribution is being conducted by way of plan of arrangement, all shareholders, regardless of share position, will be treated equally and are entitled to SpinCo Unit Warrants on the basis of 0.15 SpinCo Unit Warrants for each TGOD share held. No fractional SpinCo Unit Warrants will be issued, with fractional SpinCo Unit Warrant entitlement rounded down to the nearest whole number.

 

Q2. I am a US investor, when will I receive the cash proceeds?

The date is currently TBD, the cash proceeds will be distributed during the warrant distribution period beginning on June 3, 2019, please refer to our May 30, 2019 press release for more information.

Regulations affecting US TGOD shareholders:

The SpinCo Unit Warrants will not be registered under the laws of the United States Securities Act of 1933. Consequently, no SpinCo Unit Warrants will be delivered to any registered or beneficial holder of TGOD shares who is, or who appears to TGOD or Computershare Trust Company of Canada, as custodian, an individual or entity that qualifies as a U.S. Person under applicable U.S. securities laws.

Such SpinCo Unit Warrants will be delivered by TGOD to the Custodian for sale by the Custodian on behalf of all U.S. Shareholders and U.S. Shareholders will receive from the Custodian their pro rata share of the cash proceeds from the sale of such SpinCo Unit Warrants, less any commissions, expenses and any applicable withholding taxes. For more information please contact TGOD Investor Relations at 905-304-4201 or info@tgod.ca.

 

Q3. My TGOD common shares are held in a TFSA/ RRSP, can the SpinCo investment be placed there?

The SpinCo Unit Warrants may not be “qualified investments” under the Income Tax Act for RRSPs, TFSAs or other registered plans as at the time of issuance, and the Distribution could therefore subject the relevant plan and/or its annuitant or holder to penalties and adverse tax results. These tax results are not addressed in any detail in the management information circular of TGOD dated November 5, 2018, and no representation is made in this regard. TGOD shareholders who hold TGOD shares within an RRSP, TFSA or other registered plan should consult with their own tax advisors promptly in this regard and with respect to all relevant treatment under the Tax Act before choosing to elect to receive SpinCo Unit Warrants in accordance with the election process referenced below.

 

Q4. What is a Distribution Record Date?

This is the date that TGOD used to determine how many TGOD common shares you held for the purpose of determining entitlement to receive SpinCo Unit Warrants under the plan of arrangement.

 

Q5. When was the Distribution Record Date?

January 31, 2019

 

Q6. I am not currently a TGOD common shareholder, how can I participate?

Unfortunately, if you were not a TGOD common shareholder as of the distribution record date you will not be able to participate.

 

Q7. Am I required to participate?

Purchasing the SpinCo Units is completely optional, there is no requirement to participate.

 

Q8. What do I need to do in order to purchase the Units?

Please refer to our May 30, 2019 press release that provides more information on the process and timelines.

 

Q9. How can I purchase more SpinCo Warrants allowing for more Units?

The only way to have increased your SpinCo Warrant allocation would have been by increasing your TGOD common share position prior the Distribution Record Date. (January 31, 2019)

 

Q10. What was the deadline for opting in to receive SpinCo Unit Warrants?

The deadline was referred to as the "Election Deadline" in a previous press release, and was February 22, 2019. Please note, many brokerage firms and banks elected in favour of receiving the warrants on their clients behalf (please speak with your broker, financial institution or advisor)

 

Q11. When will the warrants be distributed to my account/ brokerage firm?

The warrants will be distributed to shareholder accounts on June 3, 2019.

 

Q12. What are the next steps?

Please refer to our May 30, 2019 press release, if your warrants are held at a brokerage firm or financial institution please speak with your broker or financial advisor for more information as they will be facilitating the transaction.

If you held your TGOD shares outside of a financial institution at the record date (physical share certificates or DRS statements) you will be receiving your

warrants via mail from Computershare and exercise instructions will be enclosed.

 

Q13. How can I receive more SpinCo Warrant information and updates?

Please make sure to join our mailing list by providing the following information here.

 

Q14. How do I contact Computershare?

Phone: 1-800-564-6253 (toll free in Canada and the United States) between the hours of 8:30 a.m. and 8:00 p.m. Eastern Time or 514-982-7555 (international direct dial).

Fax: 1-888-453-0330 
Email: service@computershare.com 
Online: www.computershare.com/service 
Mail: Computershare Investor Services 
100 University Ave., 8th Floor, North Tower 
Toronto, Ontario M5J 2Y1 Canada

Back to blog arrow Back to All