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   Name - Village Farms Income Fund

    Website -

    Symbol - VFF.RT

    Cusip Number - 92707W 20 1

    Expiry Date - Dec. 21, 2006

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Village Farms rights offering

 

2006-11-15 18:34 MT - Rights Offering

TSX bulletin 2006-1509

 

Rights symbol:  VFF.RT

Rights Cusip No.:  92707W 20 1

Unitholder entitlement:  One right for each unit held on the record date

Terms of the rights:  1.953125 rights plus $2.76 for one additional unit

Expiry time:  4 p.m. (Toronto time), Dec. 21, 2006

Ex rights date:  Nov. 21, 2006

Record date:  Nov. 23, 2006

Designated market-maker:  Dundee Securities Corp.

 

Additional information on the rights offering may be found in the final short form prospectus dated Nov. 10, 2006, which is available at www.sedar.com. Capitalized terms not otherwise defined are as defined in the prospectus.

Holders of units of Village Farms Income Fund at the close (Toronto time) on Nov. 23, 2006, will be granted transferable rights to subscribe for and purchase additional units of the fund. Each registered holder of units at the close on the record date is entitled to receive one right for each unit held. A total 1.953125 rights entitles the holder thereof to purchase one unit at a price of $2.76 per unit on or before 4 p.m. (Toronto time) on Dec. 21, 2006.

The units of the fund will commence trading on an ex rights basis at the open on Tuesday, Nov. 21, 2006, at which time the rights will be posted for trading on a when-issued basis.

The rights will be issued in book-entry-only form. All unitholders hold their units through a Canadian Depository for Securities (CDS) participant and therefore will not receive physical certificates evidencing their ownership of rights. On the record date, a global certificate representing such rights will be issued in registered form to CDS or its nominee. CDS will be responsible for establishing and maintaining book-entry accounts for its participants holding rights. Holders must arrange purchases or transfers of rights through CDS participants.

This offering is made in Canada and not in the United States or any territory or possession thereof. This offering is not, and under no circumstances is to be construed as, an offering of any rights or units for sale in the U.S. or any territory or possession thereof or an offering to any national or resident of the U.S. or any territory or possession thereof or solicitation therein of any offer of rights or units of the fund. Accordingly, neither a subscription nor an application for additional units (defined below) will be accepted from any person, or his agent, who appears to be, or who the fund has reason to believe is, a national or resident of U.S. or its territories or possessions.

All ineligible holders will be advised by letter that their rights will be issued to and held by Computershare Investor Services Inc. for the account of such unitholders. The subscription agent will hold these rights for a period of 10 days prior to the expiry date to give accredited unitholders an opportunity to claim their rights. Thereafter, the subscription agent will, on a best-efforts basis, attempt to sell such rights through the facilities of the Toronto Stock Exchange and the net proceeds of such sale, if any, will be transferred to CDS to be credited by the applicable CDS participant to the holder of the rights.

To determine the maximum whole number of units for which subscription may be made under the offering, divide the number of rights by 1.953125. The subscriber may subscribe for the resulting whole number of units (ignoring fractions) or any lesser whole number of units by instructing the CDS participant holding the subscriber's rights to exercise all or a specified number of such rights and forwarding the subscription price for each unit subscribed for to the CDS participant which holds the subscriber's rights. The full subscription price must be received by the CDS participant sufficiently in advance of the expiry date to permit the proper exercise of the rights.

Each holder of rights who has initially subscribed for all of the units to which he or she is entitled pursuant to the basic subscription privilege has the right to subscribe for additional units, if available at the price equal to the subscription price for each additional unit. If any holder of rights has subscribed for fewer additional units than such holder's pro rata allotment of additional units, the excess additional units will be allotted in a similar manner among the subscribers who were allotted fewer additional units than they subscribed for. To apply for additional units under the additional subscription privilege, holders of rights must forward their request to a CDS participant prior to the expiry date. Payment for additional units, in the same manner as for the basic subscription privilege, must accompany the request when it is delivered to the CDS participant. Any excess funds will be returned by mail, or credited to a subscriber's account with its CDS participant, without interest or deduction. Payment of such price must be received by the CDS participant prior to 4 p.m. (Toronto time) on the expiry date, failing which the subscriber's entitlement to such units shall terminate. It is anticipated that the prospectus will be mailed to unitholders on or about Nov. 30, 2006.

The prospectus discloses that there is no managing or soliciting dealer for the rights offering and no fee of any kind will be paid by the fund for the solicitation of the exercise of rights.

Trading and settlement rules

 

Trade dates                         Settlement dates

Dec. 18, 2006                         Dec. 20, 2006
Dec. 19, 2006, and Dec. 20, 2006      Cash next day
Dec. 21, 2006                         Cash same day

 

 

1. All trades on Dec. 18, 2006, will be for special settlement on Dec. 20, 2006. These trades will appear on the CDS settlement report and will be recorded with a settlement date of Dec. 20, 2006.

2. All trades on Dec. 19, 2006, and Dec. 20, 2006, will trade for cash settlement the following business day. Trades on Dec. 21, 2006 from the open to 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.

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. (Toronto time) on Dec. 21, 2006.

 

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