| By Mail | By Hand, Registered Mail or by Courier: | |
| P.O. Box 7021 | 100 University Street | |
| 31 Adelaide Street East | 9th Floor | |
| Toronto, ON | Toronto, ON | |
| M5C 3H2 | M5J 2Y1 | |
| Attention: Corporate Actions | Attn: Corporate Actions |
TO: | ENVOY COMMUNICATIONS GROUP INC. (THE “COMPANY”) | |
AND TO: | COMPUTERSHARE INVESTOR SERVICES INC. (THE “DEPOSITARY”) |
| Shares Deposited (Attach signed list if necessary) | ||||||||
Share Certificate Number(s) | Number of Shares Represented by Certificate(s) | Number of Shares Deposited* | ||||||
Total Shares Deposited | ||||||||
| Indicate in the space below the order (by certificate number) in which Shares are to be purchased in event of proration (See Instruction 8 in this Letter of Transmittal):** | ||||||||
| 1st: ____ 2nd: ____ 3rd: ____ 4th: ____ 5th: ____ | ||||||||
| * | If you desire to deposit fewer than all Shares evidenced by any Share certificate listed above, indicate in this column the number of Shares you wish to deposit. Otherwise, all Shares evidenced by such Share certificates will be considered to have been deposited. See Instruction 4 in this Letter of Transmittal. | |
| ** | If you do not designate an order, and in the event of proration less than all Shares tendered are purchased, the order of Shares purchased will be selected by the Depositary. See Instruction 8 in this Letter of Transmittal. | |
| (a) | upon receipt by the Depositary, as the undersigned’s agent, of the Purchase Price (as defined below), deliver certificates for such Shares, together with all accompanying evidences of transfer and authenticity, to or upon the order of the Company; | ||
| (b) | present certificates for such Shares for cancellation and transfer on the books of the trustee for the Shares; and | ||
| (c) | receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, subject to the next paragraph, all in accordance with the terms of the Offer. |
| (a) | the undersigned understands that tendering Shares under any one of the procedures described in Section 4 of the Offer to Purchase and in the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer, including the undersigned’s representation and warranty that (i) the undersigned has a “net long position” in Shares or equivalent securities at least equal to the Shares tendered within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) such tender of Shares complies with Rule 14e-4 under the Exchange Act; |
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| (b) | when and to the extent the Company accepts the Shares for payment, the Company will acquire good, marketable, and unencumbered title thereto, free and clear of all liens, charges, encumbrances, security interests, claims, restrictions and equities whatsoever, together with all rights and benefits arising therefrom, and the same will not be subject to any adverse claim, provided that any dividends or distributions which may be declared, paid, issued, distributed, made or transferred on or in respect of such Shares to Shareholders of record on or prior to the Effective Time shall be for the account of the undersigned; | ||
| (c) | on request, the undersigned will execute and deliver any additional documents that the Depositary or the Company deems necessary or desirable to complete the assignment, transfer, and purchase of the Shares deposited hereby; and | ||
| (d) | the undersigned has received and agrees to all of the terms of this Offer. |
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| o | An Auction Tender (Please complete Box B) | o | A Purchase Price Tender (Please complete Box C) | |||
| o | US$2.55 | o | US$2.61 | o US$2.66 | ||||||
| o | US$2.56 | o | US$2.62 | o US$2.67 | ||||||
| o | US$2.57 | o | US$2.63 | o US$2.68 | ||||||
| o | US$2.58 | o | US$2.64 | o US$2.69 | ||||||
| o | US$2.59 | o | US$2.65 | o US$2.70 | ||||||
| o | US$2.60 |
| o | is depositing shares as a registered holder, owned by the undersigned; | |
| o | is depositing Shares beneficially owned by the undersigned, or | |
| o | is a broker, dealer, bank, trust company or other nominee that is depositing, for the beneficial owners thereof, Shares with respect to which it is the owner of record (list attached). |
| o | Minimum number of Shares that must be purchased, if any are purchased: | |||
| Shares | ||||
| (insert number of Shares) | ||||
| Issue: | o | cheque and/or | o | certificate(s) to: | ||||
| Name | ||||||||
| (Please Print) | ||||||||
| Address | ||||||||
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| Mail: | o | cheque and/or | o | certificate(s) to: | ||||
| Name | ||||||||
| (Please Print) | ||||||||
| Address | ||||||||
| (Include Postal Code or Zip Code) | ||||||||
| o | Hold certificates and/or cheques for Shares for pick up |
| o | Check here if certificates for deposited Shares are being delivered pursuant to a notice of guaranteed delivery previously sent to the Depositary and complete the following: |
| Authorized Signature : | ||
| Signature(s) of Shareholder or authorized representative | ||
| Name(s) : | ||
| (Please Print) | ||
| Capacity : | ||
| Address : | ||
| (Include Postal Code or Zip Code) | ||
| Area Code and Telephone Number : | ||
| TIN; SSN; SIN: | ||
Dated | , | 2006 | ||||
| Authorized Signature: | ||
| Name(s): | ||
| (Please Print) | ||
| Title: | ||
| Name of Firm : | ||
| Address : | ||||
| (Include Postal Code or Zip Code) | ||||
| Area Code and Telephone Number : | ||
Dated | , | 2006 | ||||
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| o | lost his or her certificate(s) representing Shares; | |
| o | had his or her certificate(s) representing Shares stolen; or | |
| o | had his or her certificate(s) representing Shares destroyed. |
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| 1. | Guarantee of Signatures.No signature guarantee is required if: |
| (a) | this Letter of Transmittal is signed by the registered holder of the Shares exactly as the name of the registered holder appears on the certificate deposited with this Letter of Transmittal and payment and delivery are to be made directly to such registered holder and such registered holder has not completed either Box E “Special Payment Instructions” or Box F “Special Delivery Instructions” above; or | ||
| (b) | such Shares are deposited for the account of a Canadian Schedule I chartered bank, a major trust company in Canada, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP), whose members usually include members of a recognized stock exchange in Canada or the United States, members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States (each being referred to as an “Eligible Institution”). |
| In all other cases, an Eligible Institution must guarantee all signatures on this Letter of Transmittal by completing Box J “Guarantee of Signature(s)”. See Instruction 7. | ||
| 2. | Delivery of Letter of Transmittal and Certificates — Guaranteed Delivery Procedures.This Letter of Transmittal is to be used if certificates are to be forwarded with it to the Depositary. Certificates for all physically deposited Shares together with a properly completed and duly executed Letter of Transmittal or facsimile thereof, and any other documents required by this Letter of Transmittal, should be mailed or delivered to the Depositary at the appropriate address set forth herein and must be received by the Depositary by the Expiration Date (as defined in the Offer to Purchase). | |
| Shareholders whose certificates are not immediately available or who cannot deliver certificates for Shares and all other required documents to the Depositary by the Expiration Date may deposit their Shares by or through any Eligible Institution by properly completing (including the type of deposit and, if applicable, the price at which the Shares are being deposited) and duly executing and delivering a Notice of Guaranteed Delivery (or facsimile of it) and by otherwise complying with the guaranteed delivery procedure set forth in Section 4 of the Offer to Purchase. Pursuant to such procedure, the certificates for all physically deposited Shares, as well as a properly completed and duly executed Letter of Transmittal and all other documents required by this Letter of Transmittal (or a manually executed photocopy thereof) must be received by the Depositary at its Toronto office on or before the third trading day on the TSX and NASDAQ after the Expiration Date. | ||
| The Notice of Guaranteed Delivery may be hand delivered, couriered, mailed or transmitted by facsimile transmission to the Toronto office of the Depositary listed in the Notice of Guaranteed Delivery, and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. For Shares to be validly deposited pursuant to the guaranteed delivery procedure, the Depositary must receive the Notice of Guaranteed Delivery by the Expiration Date. | ||
| The method of delivery of certificates representing Shares and all other required documents is at the option and risk of the depositing Shareholder. Delivery is only effective upon receipt by the Depositary. If delivery is by mail, properly insured registered mail with return receipt requested is recommended, and it is suggested that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the Depositary on or prior to such date. | ||
| The Company will not purchase any fractional Shares, nor will it accept any alternative, conditional or contingent deposits except as specifically permitted by the Offer to Purchase. All depositing Shareholders, by execution of this Letter of Transmittal and delivery of it in the manner prescribed herein, waive any right to receive any notice of the acceptance of their deposit. | ||
| 3. | Inadequate Space.If the space provided in the box captioned “Description of Shares Deposited” is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate signed schedule and attached to this Letter of Transmittal. | |
| 4. | Partial Deposits and Unpurchased Shares.If fewer than all of the Shares evidenced by any certificate are to be deposited, fill in the number of Shares which are to be deposited in the column entitled “Number of Shares Deposited”. In such case, if any deposited Shares are purchased, a new certificate for the remainder of the Shares evidenced by the old certificate(s) will be issued and sent to the registered holder, unless otherwise specified in Box E “Special Payment Instructions” or Box F “Special Delivery Instructions” on this Letter of |
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| Transmittal, as soon as practicable after the Expiration Date. All Shares represented by the certificate(s) listed and delivered to the Depositary are deemed to have been deposited unless otherwise indicated. | ||
| 5. | (a) Indication of Type of Tender.To deposit Shares, the Shareholder must complete Box A “Type of Tender” on this Letter of Transmittal or, if applicable, on the Notice of Guaranteed Delivery indicating whether he or she is depositing Shares pursuant to an Auction Tender or a Purchase Price Tender.Only one box may be checked.If more than one box is checked or if no box is checked, all Shares identified above will be deemed to have been tendered by way of a Purchase Price Tender. The same Shares cannot be deposited (unlesspreviously properly withdrawn as provided in Section 5 of the Offer to Purchase) pursuant to both an Auction Tender and a Purchase Price Tender, or pursuant to Auction Tenders at more than one price. However, if a Shareholder desires to deposit Shares in separate lots at a different type of tender for each lot, such Shareholder must complete a separate Letter of Transmittal or, if applicable, Notice of Guaranteed Delivery for each lot which the Shareholder is depositing. |
| 6. | Conditional Tenders. As described in Section 6 of the Offer to Purchase, Shareholders may condition their tenders on all or a minimum number of their tendered Shares being purchased. If the Company is to purchase less than all of the Shares tendered before the Expiration Date and not properly withdrawn, the Depositary will perform a preliminary proration, and any Shares tendered at or below the Purchase Price pursuant to a conditional tender for which the condition was not satisfied will automatically be regarded as withdrawn. All tendered Shares will be deemed unconditionally tendered unless the “Conditional Tender” box is completed and a minimum number of Shares is specified. The conditional tender alternative is made available for Shareholders seeking to take steps to have Shares sold pursuant to the Offer treated as a sale of the Shares, rather than the payment of a dividend, for U.S. federal income tax purposes. It is the tendering Shareholder’s responsibility to calculate the minimum number of Shares that must be purchased from the Shareholder in order for the Shareholder to qualify for sale (rather than dividend) treatment, and each Shareholder is urged to consult with his or her own tax advisor. No assurances can be provided that a conditional tender will achieve the intended U.S. federal income tax results in all cases. See Section 14 of the Circular, “Income Tax Considerations – Certain United States Federal Income Tax Consequences to United States Holders”. | |
| 7. | Signatures on Letter of Transmittal, Stock Transfer Powers and Endorsements. |
| (a) | If this Letter of Transmittal is signed by the registered holder(s) of the Shares deposited hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate without any change whatsoever. | ||
| (b) | If the Shares are registered in the names of two or more joint owners, each such owner must sign this Letter of Transmittal. | ||
| (c) | If any deposited Shares are registered in different names on several certificates, it will be necessary to complete, sign, and submit as many separate Letters of Transmittal (or facsimile of it) as there are different registrations of certificates. | ||
| (d) | When this Letter of Transmittal is signed by the registered holder(s) of the Shares deposited and transmitted hereby, no endorsements of certificate(s) representing such Shares or separate stock transfer powers are required unless payment is to be made, or the certificates for Shares deposited but not purchased are to be issued, to a person other than the registered holder(s). Any signature(s) required on such certificates or stock transfer powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder of the certificate(s) listed, the certificates must be endorsed or accompanied by appropriate stock transfer powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate, and signatures on such certificate(s) or stock transfer power(s) must be guaranteed by an Eligible Institution. See Instruction 1. | ||
| (e) | If this Letter of Transmittal or any certificates or stock transfer powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Company of their authority so to act. |
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| 8. | Order of Purchase in Event of Proration. Shareholders may designate the order in which their Shares are to be purchased in the event of proration. The order of purchase may have an effect on the U.S. federal income tax classification of any gain or loss on the Shares purchased. | |
| 9. | Special Payment and Delivery Instructions.If certificates for Shares deposited but not purchased and/or cheques are to be issued in the name of a person other than the signer of this Letter of Transmittal or if such certificates and/or cheques are to be sent to someone other than the signer of this Letter of Transmittal or to the signer at a different address, Box E “Special Payment Instructions” and/or Box F “Special Delivery Instructions” on this Letter of Transmittal must be completed. If a cheque evidencing payment for Shares deposited is to be held by the Depositary for pick-up by the undersigned or any person designated by the undersigned in writing, Box G “Hold for Pick-Up” on this Letter of Transmittal must be completed. | |
| 10. | Irregularities.All questions as to the number of Shares to be accepted, the price to be paid therefor, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any deposit of Shares will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. The Company reserves the absolute right to reject any or all deposits of Shares determined by it not to be in proper form or completed in accordance with the instructions in the Offer and in this Letter of Transmittal or the acceptance for payment of or payment for which may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the deposit of any particular Shares and the Company’s interpretation of the terms of the Offer (including the instructions in the Offer and this Letter of Transmittal) will be final and binding on all parties. No individual deposit of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with deposits must be cured within such time as the Company shall determine.None of the Company, the Dealer Manager, the Depositary nor any other person is or will be obligated to give notice of defects or irregularities in deposits, nor shall any of them incur any liability for failure to give any such notice.The Company’s interpretation of the terms and conditions of the Offer (including this Letter of Transmittal and the Notice of Guaranteed Delivery) will be final and binding. | |
| 11. | Questions and Requests for Assistance and Additional Copies.Questions and requests for assistance and additional copies of the Offer to Purchase, the Circular, the Notice of Guaranteed Delivery and this Letter of Transmittal may be directed to the Depositary or the Dealer Manager at their respective addresses and telephone and facsimile numbers set forth on the back cover of the Offer to Purchase and Circular or from your broker, dealer, commercial bank, or trust company. | |
| 12. | Substitute Form W-9.Each U.S. Shareholder depositing Shares to the Depositary is required to provide the Depositary with a correct U.S. taxpayer identification number (“TIN”), which is generally the Shareholder’s social security or federal employer identification number, and with certain other information, on Substitute Form W-9, which is provided below. Failure to timely provide the correct information on this form may subject the depositing shareholder to a US$50 penalty imposed by the U.S. Internal Revenue Service (the “IRS”) and/or backup withholding imposed by the IRS. For information respecting Canadian withholding tax on payments to non-residents of Canada see Section 14 of the Circular — “Certain Canadian Federal Income Tax Considerations”. U.S. Shareholders should also see “Important U.S. Tax Information for U.S. Holders” below. | |
| 13. | Governing Law.The Offer and any agreement resulting from the acceptance of the Offer will be construed in accordance with and governed by the laws of the Province of Ontario and the laws of Canada applicable therein. | |
| 14. | Privacy Notice.The Depositary is committed to protecting your personal information. In the course of providing services to you and its corporate clients, the Depositary receives non-public personal information about you – from transactions it performs for you, forms you send it, other communications it has with you or your representatives, etc. This information could include your name, address, social insurance number, securities holdings and other financial information. The Depositary uses this to administer your account, to better serve your and its clients’ needs and for other lawful purposes relating to its services. The Company has prepared a Privacy Code to tell you more about its information practices and how your privacy is protected. It is available at the Depositary’s website, computershare.com, or by writing to the Depositary at 100 University Avenue, Toronto, Ontario, M5J 2Y1. The Depositary will use the information you are providing on this form in order to process your request and will treat your signature(s) on this form as your consent to the above. | |
| IMPORTANT: This Letter of Transmittal or manually signed photocopy of it (together with certificates for Shares and all other required documents) or the Notice of Guaranteed Delivery must be received by the Depositary on or before the Expiration Date. This is a summary only of certain U.S. tax |
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| SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service | Please fill out your name and address below: Name: | ||||||||||||||
| Address | |||||||||||||||
| (Number and street): | |||||||||||||||
| City, State and Zip Code: | |||||||||||||||
| Payer’s Request for Taxpayer Identification Number (TIN) | Part 1— PLEASE PROVIDE YOUR | ||||||||||||||
| TIN IN THE BOX AT RIGHT AND CERTIFY | Social Security Number | ||||||||||||||
| BY SIGNING AND DATING BELOW | OR | ||||||||||||||
| Employer Identification Number | |||||||||||||||
Part 2— CERTIFICATION — UNDER PENALTIES OF PERJURY, I CERTIFY THAT: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and (2) I am not subject to backup withholding either because (a) I am exempt from backup withholding; or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of failure to report all interest and dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. | Part 3 — Awaiting TIN Exempt | ¨ ¨ | |||||||||||||
CERTIFICATION INSTRUCTIONS— You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). If you are exempt from backup withholding, check the applicable box in Part 3. | |||||||||||||||
| SIGNATURE | DATE | |||||||||
| NAME (Please Print) | ||||||||||
| ADDRESS (Number and street) | ||||||||||
| City, State and Zip Code | ||||||||||
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| Signature | Date |
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| Give the SOCIAL | ||||
| For this type of account: | SECURITY number of | |||
1. | An individual’s account | The individual | ||
2. | Two or more individuals (joint account) | The actual owner of the account or, if combined funds, any one of the individuals (1) | ||
3. | Husband and wife (joint account) | The actual owner of the account or, if joint funds, either person(1) | ||
4. | Custodian account of a minor (Uniform Gift to Minors Act) | The minor (2) | ||
5. | Adult and minor (joint account) | The adult or, if the minor is the only contributor, the minor (1) | ||
6. | Account in the name of guardian or committee for a designated ward, minor, or incompetent person | The ward, minor or incompetent person(3) | ||
7. | ||||
a. | The usual revocable savings trust account (grantor is also trustee) | The grantor-trustee(1) | ||
b. | So-called trust account that is not a legal or valid trust under State law | The actual owner(1) | ||
8. | Sole proprietorship account | The owner(4) | ||
| Give the SOCIAL | ||||
| SECURITY or EMPLOYER | ||||
| For this type of account: | IDENTIFICATION number of | |||
9. | A valid trust, estate, or pension trust | The legal entity (Do not furnish the identifying number or the personal representative or trustee unless the legal entity itself is not designated in the account title) (5) | ||
10. | Corporate account | The corporation | ||
11. | Religious, charitable, or educational organization account | The organization | ||
12. | Partnership account held in the name of the business | The partnership | ||
13. | Association, club or other tax-exempt organization | The organization | ||
14. | A broker or registered nominee | The broker or nominee | ||
15. | Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or person) that receives agricultural program payments | The public entity | ||
| (1) | List first and circle the name of the person whose number you furnish. | |
| (2) | Circle the minor’s name and furnish the minor’s Social Security number. | |
| (3) | Circle the ward’s, minor’s or incompetent person’s name and furnish such person’s Social Security number. | |
| (4) | Show the name of the owner. | |
| (5) | List first and circle the name of the legal trust, estate or pension trust. | |
| Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. | ||
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| • | A corporation. | ||
| • | A financial institution. | ||
| • | An organization exempt from tax under section 501(a), or an individual retirement plan. | ||
| • | The United States or any agency or instrumentality thereof. | ||
| • | A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof. | ||
| • | A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. | ||
| • | An international organization or any agency or instrumentality thereof. | ||
| • | A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S. | ||
| • | A real estate investment trust. | ||
| • | A common trust fund operated by a bank under section 584(a). | ||
| • | An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1). | ||
| • | An entity registered at all times during the taxable year under the Investment Company Act of 1940. | ||
| • | A foreign central bank of issue. |
| • | Payments to nonresident aliens subject to withholding under section 1441. | ||
| • | Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident alien partner. | ||
| • | Payments of patronage dividends not paid in money. | ||
| • | Payments made by certain foreign organizations. |
| • | Payments of interest on obligations issued by individuals.Note:You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer. | ||
| • | Payments of tax-exempt interest (including exempt-interest dividends under section 852). | ||
| • | Payments described in section 6049(b)(5) to non-resident aliens. | ||
| • | Payments on tax-free covenant bonds under section 1451. | ||
| • | Payments made by certain foreign organizations. |
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