Name - YieldPlus Income Fund

    Website - ht,tp://www.middlefield.com

    Symbol - YP.RT

    Cusip Number - 98583X 11 4

    Expiry Date - March 25, 2008

     News Release

 

Yieldplus Income Fund rights offering

 

2008-02-15 17:26 MT - Rights Offering

TSX bulletin 2008-0189

 

Rights symbol:  YP.RT

Rights Cusip No.:  98583X 11 4

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

Terms of the rights:  Three rights plus $9.25 for one additional unit

Expiry time:  4 p.m. (Toronto time) on March 25, 2008

Ex rights date:  Feb. 20, 2008

Record date:  Feb. 22, 2008

Designated market-maker:  BMO Nesbitt Burns Inc.

 

Additional information on the rights offering may be found in the fund's rights offering prospectus dated Feb. 6, 2008, which is available at www.sedar.com. Capitalized terms used, but not otherwise defined, are as defined in the prospectus.

Holders of units of Yieldplus Income Fund of record at the close (Toronto time) on Feb. 22, 2008, will be granted rights to subscribe for and purchase additional units of the fund. Each holder of units at the close on the record date is entitled to receive one right for each unit held. Three rights entitle the holder thereof to purchase one unit at a price of $9.25 per unit on or before 4 p.m. (Toronto time) on March 25, 2008.

The units of the fund will commence trading on an ex rights basis at the open on Wednesday, Feb. 20, 2008, at which time the rights will be posted for trading on a when-issued basis. The rights will be evidenced by certificates and will be issued in registered form to those unitholders whose units are held in registered form. A rights certificate evidencing the total number of rights to which each registered unitholder is entitled will be delivered to each such unitholder together with a copy of the prospectus. Unitholders who hold their units through a participant of CDS Clearing and Depository Services Inc. will not receive rights certificates evidencing their ownership of rights, in which case, on the record date, a rights certificate will be issued in registered form to CDS or its nominee. The fund expects that each beneficial unitholder will receive a confirmation of the number of rights issued to it from its CDS participant in accordance with the practices and procedures of that CDS participant. The CDS will be responsible for establishing and maintaining book-entry accounts for its participants' holding rights.

In order to exercise subscription rights conferred by the rights issued pursuant to this offering, a holder of such rights will be required to deposit at the office of MFL Management Ltd. the rights certificate(s) representing the rights to be exercised, together with the duly completed and executed subscription form on the rights certificate(s). The rights certificate and completed Form 1 must be accompanied by payment of the subscription price for all units subscribed for.

Unitholders whose units are held through a CDS participant may subscribe for 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 in accordance with the terms of this offering to the CDS participant which holds the subscriber's rights.

If a subscription is made through a CDS participant, payment and instructions must be delivered sufficiently in advance of the expiration time to allow the CDS participant to properly exercise the rights. Each holder of rights who has initially subscribed for all of the units to which that holder is entitled under the basic subscription privilege may subscribe for any number of additional units, if available, at a price equal to the subscription price for each additional unit, subject to availability. The number of units available for all additional subscriptions, if any, will be that number equal to the total number of units not subscribed for pursuant to the basic subscription privilege at the expiration time. Each subscription for additional units will be received subject to allotment and confirmation of full exercise by the subscriber under the basic subscription privilege. 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 holders who were allotted fewer additional units than they subscribed for.

To apply for additional units under the additional subscription privilege, any holder of a rights certificate who completes Form 1 on the rights certificate for the maximum number of units that can be subscribed for pursuant to the basic subscription privilege also must complete Form 2 on the rights certificate and specify the number of additional units desired to be subscribed for, and any unregistered holder of rights must forward its request to the CDS participant prior to the expiration time. Payment for additional units, in the same manner as for the basic subscription privilege, must accompany the rights certificate and the request when it is delivered to MFL Management Ltd., or the CDS participant, as the case may be. Fractional units will not be issued upon exercise of the rights and holders of a total number of rights not evenly divisible by three will not be entitled to subscribe for an additional unit with any remainder of less than three rights.

This offering is made in each of the provinces of Canada only and not in the United States or any territory or possession thereof or other jurisdictions outside of Canada. This offering is not, and under no circumstances is to be construed as, an offering of any units for sale in the U.S. or any territory or possession thereof, or an offering to or for the account or benefit of any U.S. person or a solicitation therein of an offer to buy any securities. Accordingly, subscriptions will not be accepted from any unitholder or from any transferee of rights who is, or appears to be, or who the fund has reason to believe is, a resident of the U.S. or any territory or possession thereof or of any jurisdiction outside of Canada. The subscription agent will endeavour to effect sales of rights on the open market and any proceeds received by the subscription agent with respect to the sale of rights, net of brokerage fees and costs incurred and, if applicable, of Canadian tax required to be withheld, will be delivered by mailing cheques (in Canadian funds and without payment of any interest) as soon as practisable to such ineligible unitholders whose rights were sold, at their addresses recorded on the books of the subscription agent. Amounts of less than $1 will not be forwarded.

It is anticipated that the prospectus and rights certificates will be mailed to unitholders on or about Feb. 29, 2008.

The prospectus discloses that the fund has engaged Middlefield Capital Corp. to form a soliciting dealer group to solicit the exercise of the rights. The fund will pay a subscription fee of 14 cents for each subscription of a unit procured by the dealer manager or a member of the soliciting dealer group, subject to a maximum subscription fee of $1,500 and a minimum subscription fee of $85 paid in respect of any single beneficial subscriber and provided that no subscription fee will be paid in respect of an exercise of less than 250 units by any single beneficial subscriber.

Trading and settlement rules

 

Trade dates                               Settlement dates
March 19, 2008                             March 24, 2008 
March 20, 2008, and March 24, 2008         Cash next day
March 25, 2008                             Cash same day

 

  1. All trades on March 19, 2008, will be for special settlement on March 24, 2008. These trades will appear on the CDS settlement report and will be recorded with a settlement date of March 24, 2008.

  2. All trades on March 20, 2008, and March 24, 2008, will trade for cash settlement the following business day. Trades on March 25, 2008, 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. on the expiry date of March 25, 2008.

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

 

 

 

 



Rights

Rights give existing shareholders a chance to proportionately buy shares in the new issue the company is putting out to raise more funds. The certificate showing this privilege is called a right.  It  gives the stockholders the first opportunity,  to buy the new securities.

Rights issue

An offer made by a  company to its shareholders to enable them to buy new shares in the company at a discount to the market price.


 
YieldPlus Income Fund

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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