Delisting of Units from the Toronto Stock Exchange and Redemption and Transfer of Units
At a Special Meeting of Unitholders held on November 26, 2010, the Unitholders of the Fund passed resolutions approving: (i) the delisting of the Units from the Toronto Stock Exchange (the “TSX”) and (ii) certain amendments to the Fund’s Deed of Trust relating to the trading rights of Unitholders, cash redemptions and redemption limits.
Delisting of the Units from the TSX
In accordance with the resolution approved at the Special Meeting, the Fund arranged to have the Units delisted from the TSX effective the close of trading on December 15, 2010.
The Fund continues to be a reporting issuer in the Provinces of Alberta, Ontario, Quebec and Nova Scotia. Accordingly, the Fund will continue to file quarterly and annual financial statements and other continuous disclosure documents required by the applicable securities regulatory authorities, which will be posted on the SEDAR system and the existing outstanding Units will continue to be free from transfer restrictions under applicable Canadian securities laws.
The Fund’s Deed of Trust was amended and restated to ensure that there is no public or organized market for the trading of the Units, in order that the Fund was not considered to be a “SIFT” pursuant to the provisions of the Income Tax Act (Canada. Accordingly, the amendments to the Deed of Trust included a provision that the consent of the Trustees of the Fund is required for any transfer of Units.
In addition, to address in part the loss of liquidity to Unitholders that resulted from the delisting, the Deed of Trust was amended to enhance the Fund’s redemption rights. The amendment increased the amount the Fund can make available to redeem Units, in cash, from $100,000 per month to $1,500,000 per month (subject to the Trustees discretion to exceed this amount). The amendments also provided for the Trustees to post a redemption price to be determined by the Trustees, from time to time, based upon the Fund’s tangible book value (the “TBV”), plus or minus 10% of the TBV, depending upon the Trustee’s view of the Fund’s business prospects and liquidity at a particular time. The Trustee’s also have the right, in their discretion, to immediately adjust the TBV for any sudden material events or changes in the business of the Fund. The detailed calculation of the TBV is more specifically set forth in the amended and restated Deed of Trust, a copy of which is available to any Unitholder, without charge, upon request.
The aggregate value of redemptions is determined on a monthly basis for approval by the Board of Trustees. Any Units tendered and accepted for redemption will be processed and cancelled by the tenth day of the month immediately following the tendering of same by Unitholders requesting their Units be redeemed.
In order for a Unitholder to have their Units redeemed, they must tender the following documents:
1. a completed Trust Unit Redemption Form;
2. a Trust Unit Certificate, duly endorsed for transfer.
Completed documents are to be submitted to the Fund’s Registrar and Transfer Agent at the address set forth below:
530 8 Avenue SW
Calgary, Alberta T2P 3S8
Attention: Simon Law
Download Foremost Trust Redemption Form
Transfers of Units
Unitholders are still entitled to trade their Units through private sales, subject to the specific consent of the Trustees, and any restrictions which may apply to a specific selling Unitholder. However, the Units are not listed on any stock exchange and there is no other public market for trading the Units.