Exhibit 99.9
POSTMEDIA NETWORK CANADA CORP
LETTER OF TRANSMITTAL
TO: COMPUTERSHARE INVESTOR SERVICES INC.
The undersigned hereby represents and warrants that the undersigned is the owner of the number of voting shares (“Voting Shares”) and/or variable voting shares (“Variable Voting Shares” and, together with the Voting Shares, the “Shares”)) of Postmedia Network Canada Corp (“Postmedia”) which Shares are represented by the share certificate(s) and/or book balance described below and delivered herewith and the undersigned has good title to the Shares represented by the said certificate(s) or book balance, free and clear of all liens, charges and encumbrances, and has full power and authority to herewith deposit such Shares.
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Certificate Number/Book Balance | | Number of Shares | | Class of Shares (Indicate either Voting Shares and/or Variable Voting Shares) | | Registered in the Name of |
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This letter of transmittal is for use by registered holders of Shares in connection with the proposed plan of arrangement under Section 192 of theCanada Business Corporations Act involving Postmedia, pursuant to which, among other things, Postmedia intends to implement a consolidation (the “Consolidation”) of its issued and outstanding Shares pursuant to which the issued and outstanding Voting Shares and Variable Voting Shares will be consolidated on the basis of one New Voting Share for every 100 Voting Shares and one New Variable Voting Share for every 100 Variable Voting Shares (or such other number of Voting Shares and Variable Voting Shares as may be agreed by Postmedia and the Majority Supporting Second Lien Noteholders prior to the Effective Date). The Consolidation must be approved at the special meeting of shareholders of Postmedia and noteholders of Postmedia Network Inc. (“PNI”) on September 7, 2016.
A detailed description of the Consolidation is contained in the accompanying management information circular of Postmedia and PNI dated August 5, 2016 (the “Circular”). Before completing this Letter of Transmittal, you are encouraged to read the Circular, includes the appendices thereto, and the instructions set out below.
The above-listed Shares are hereby surrendered in exchange for Direct Registration Statement (“DRS”) representing consolidated Shares of Postmedia. Postmedia will not issue any fractional Shares as a result of the consolidation. Instead, all fractional shares resulting from the consolidation will be rounded down to the nearest whole number of Shares. Any holder of less than 100 Shares will not receive any New Shares pursuant to the Consolidation.
Capitalized terms used but not defined herein shall have the meanings given to such terms in the Circular. The undersigned authorizes and directs Computershare Investor Services Inc. to issue a DRS advice for Postmedia to which the undersigned is entitled as indicated below and to mail such advice to the address indicated below or, if no instructions are given, in the name and to the address if any, of the undersigned as appears on the share register maintained by Postmedia. In the event that a DRS advice is not available, a Postmedia stock certificate will be issued and mailed to the address indicated below.
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Name (please print) |
Address |
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City | | Province | | Postal Code |
Telephone (Office) | | (Home) | | Social Insurance Number | | Tax Identification Number |
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Date: | | | | | | | | |
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INSTRUCTIONS
| 1. | Use of Letter of Transmittal |
| | (a) | Each shareholder holding Share certificate(s) of the Postmedia must send or deliver this Letter of Transmittal duly completed and signed together with the Share certificate(s) described herein to Computershare Investor Services Inc. (“Computershare”) at the office listed below. The method of delivery to Computershare is at the option and risk of the shareholder, but if mail is used, registered mail is recommended. |
| | (b) | Share certificate(s) registered in the name of the person by whom (or on whose behalf) the Letter of Transmittal is signed need not be endorsed or accompanied by any share transfer power of attorney. |
| | (c) | Share certificate(s) not registered in the name of the person by whom (or on whose behalf) the Letter of Transmittal is signed must be endorsed by the registered holder thereof or deposited together with share transfer power of attorney properly completed by the registered holder. Such signature must be guaranteed by an «Eligible Institution» or in some other manner satisfactory to Computershare. An «Eligible Institution» means a Canadian schedule 1 chartered bank, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada and the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States. |
| | (d) | Where the Letter of Transmittal is executed on behalf of a corporation, partnership or association or by an agent, executor, administrator, trustee, guardian or any person acting in a representative capacity, the Letter of Transmittal must be accompanied by satisfactory evidence of the representative’s authority to act. |
| | (e) | Postmedia reserves the right if it so elects in its absolute discretion to instruct Computershare to waive any defect or irregularity contained in any Letter of Transmittal received by it. |
| 2. | Lost Share Certificates |
If a Share certificate has been lost or destroyed, the Letter of Transmittal must be completed as fully as possible and forwarded to Computershare together with a letter stating the loss. Computershare will respond with the replacement requirements, which must be properly completed and returned prior to effecting the exchange.
Computershare is committed to protecting your personal information. In the course of providing services to you and our corporate clients, we receive non-public personal information about you – from transactions we perform for you, forms you send us, other communications we have with you or your representatives, etc. This information could include your name, address, social insurance number, securities holdings and other financial information. We use this to administer your account, to better serve your and our clients’ needs and for other lawful purposes relating to our services. We have prepared aPrivacy Code to tell you more about our information practices and how your privacy is protected. It is available at our website, computershare.com, or by writing us at 100 University Avenue, Toronto, Ontario, M5J 2Y1. Computershare 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.
Additional copies of the Letter of Transmittal may be obtained from Computershare at the office listed below. Any questions should be directed to Computershare Trust Company of Canada at 1-800-564-6253 or by e-mail to corporateactions@computershare.com.
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By Mail | | P.O. Box 7021 | | By Hand or Courier | | 100 University Avenue |
| | 31 Adelaide St E | | | | 8th Floor |
| | Toronto, ON M5C 3H2 | | | | Toronto, ON M5J 2Y1 |
| | Attn: Corporate Actions | | | | Attn: Corporate Actions |
