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   Name - MCAP Inc

    Website -

    Symbol - MKP.RT

    Cusip Number - 55265R 11 2

    Expiry Date - Oct. 15, 2004

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MCAP rights offering

 

2004-09-09 17:17 MT - Rights Offering

TSX bulletin 2004-1017

 

Rights symbol:  MKP.RT

Rights Cusip No.:  55265R 11 2

Shareholder entitlement:  One right for each common share held on the record date

Terms of the rights:  5.5 rights plus $7.50 for one additional common share

Expiry time:  4 p.m. (Toronto time), Oct. 15, 2004

Ex rights date:  Sept. 13, 2004

Record date:  Sept. 15, 2004

Designated market-maker:  Byron Securities Ltd.

 

Holders of common shares of MCAP Inc. of record as of the close on Sept. 15, 2004, will be granted one right for each common share held. A holder of rights is entitled to subscribe for one common share at a price of $7.50 for each 5.5 rights held. A fully transferable certificate evidencing the total number of rights to which a shareholder is entitled, together with a copy of the rights offering circular dated Sept. 1, 2004, is being mailed to each registered shareholder of record as of the record date with an address of record in any of the provinces and territories of Canada. The rights will expire at 4 p.m. (Toronto time) on Oct. 15, 2004. The common shares of the company will commence trading on an ex rights basis at the open on Monday, Sept. 13, 2004, at which time the rights will be posted for trading on a when-issued basis.

None of the rights or common shares issuable upon the exercise of the rights are qualified or registered under the securities laws of jurisdictions other than Canada. Rights certificates will not be issued to shareholders who are resident outside Canada. All ineligible persons will be advised by letter that their rights certificates will be issued to and held by Computershare Investor Services Inc. for the benefit of all ineligible persons. The subscription agent will, on a best-efforts basis, sell such rights through the facilities of the TSX and the net proceeds of such sale, if any, will be paid to the ineligible persons on a pro rata basis by cheque.

The holders of rights certificates may subscribe for all or any lesser number of common shares for which the rights certificates entitle the holder to subscribe by completing and executing Form 1 on the rights certificate and delivering the rights certificate, together with payment in full of the exercise price for those common shares subscribed for, to the offices of the subscription agent in Toronto so as to be received by the subscription agent at the subscription office at or before the expiry time on the expiry date.

No fractional common shares will be issued upon the exercise of rights. Where the exercise of rights would appear to entitle a holder of rights to fractional common shares, the holder's entitlement will be reduced to the next lowest whole number of common shares. A holder of a rights certificate, who has fully exercised the rights evidenced by the rights certificate by subscribing for the maximum number of common shares to which that holder is entitled to subscribe pursuant to the initial subscription privilege, may subscribe for additional common shares, if available, at the exercise price per share as allotted from those common shares not issued pursuant to the initial subscription privilege.

If there are sufficient unsubscribed shares to satisfy all additional subscriptions by participants in the additional subscription privilege, each participant will be allotted the number of additional common shares for which such participant has subscribed. If the total number of common shares subscribed for under the additional subscription privilege exceeds the number of the unsubscribed shares, the number of unsubscribed shares will be allotted to each participant on a proportionate basis and such number of shares will be the lesser of: (a) the number of common shares which that participant has subscribed for under the additional subscription privilege; and (b) the product (disregarding fractions) of the multiplication of the number of unsubscribed shares by a fraction of which the numerator is the number of common shares subscribed for by that participant under the initial subscription privilege and the denominator is the total number of common shares subscribed for under the initial subscription privilege by all participants in the additional subscription privilege.

If any participant has subscribed for fewer common shares than the number resulting from the application of the formula in (b) above, the excess common shares will be allotted in a similar manner among the participants who were allotted fewer common shares than they subscribed for.

To subscribe for additional common shares pursuant to the additional subscription privilege, a rights certificateholder must complete and execute a Form 2, as well as a Form 1, on the rights certificate and deliver to the subscription office, at or before the expiry time on the expiry date, the rights certificate, together with payment in full of the exercise price for each common share and each additional common share. The exercise price is payable in Canadian funds by certified cheque, bank draft or money order payable to the order of Computershare Investor Services Inc. All payments, together with Form 1 and 2 duly completed on the rights certificate, must be received by the subscription agent at the subscription office at or before the expiry time on the expiry date. Subscribers will be mailed their initial common shares, their additional common shares allotted, if any and as applicable, and any excess subscription moneys, without interest by first-class insured mail within 30 days of the expiry date. A rights certificateholder, in lieu of exercising rights to subscribe for common shares, may sell or transfer the rights personally or through the usual investment channels by completing Form 3 on the rights certificate and delivering the rights certificate to the purchaser (transferee).

It is expected that the rights offering circular will be mailed on or about Sept. 17, 2004, to holders of common shares.

Trading and settlement rules:

 

Trade dates             Settlement dates

Oct. 12, 2004            Oct. 14, 2004

Oct. 13, 2004, and 
Oct. 14, 2004            Cash next day

Oct. 15, 2004            Cash same day

 

 

1. all trades on Oct. 12, 2004, will be for special settlement on Oct. 14, 2004. These trades will appear on the CDS settlement report and will be recorded with a settlement date of Oct. 14, 2004;

2. all trades on Oct. 13, 2004, and Oct. 14, 2004, will trade for cash settlement the following business day. Trades on Oct. 15, 2004, from the open to 12 noon, will be for same-day cash settlement;

3. selling participating organizations must have the rights that are being sold in their possession or owed to them through clearing prior to such sale; and

4. should fail positions exist on the expiry date, purchasing participating organizations have the option of paying for the rights purchased and demanding delivery of the securities into which the rights are exercisable. Reference should be made to Rule 5-303. Such demand shall be made before 4 p.m. on the expiry date.

 

Investors should contact their broker for information or advice on their investment.