Exhibit 99.1
Please read the accompanying Supplemental Information Circular and the instructions attached hereto
carefully before completing this letter of transmittal.
LETTER OF TRANSMITTAL FOR REGISTERED HOLDERS OF
COMMON SHARES OF NORSAT INTERNATIONAL INC.
For Use in Connection with the Arrangement Involving
Norsat International Inc., its security holders, Hytera Communications Co., Ltd. and Hytera Project Corp.
This letter of transmittal (the “Letter of Transmittal”) is for use by registered holders of common shares (the “Common Shares”) of Norsat International Inc. (“Norsat”) in connection with a proposed arrangement (the “Arrangement”) involving, among others, Norsat, its security holders, Hytera Communications Co., Ltd. and Hytera Project Corp., as described in the supplemental information circular (the “Circular”) of Norsat dated June 2, 2017, which is to be considered at an annual general and special meeting (the “Meeting”) of holders of securities of Norsat scheduled to be held on June 22, 2017. Holders of Common Shares (the “Shareholders”) are referred to the Circular, including the schedules attached thereto that accompany this Letter of Transmittal. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed thereto in the Glossary of Terms in the Circular. Shareholders whose Common Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing those Common Shares.
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| TO: | Norsat International Inc. |
| AND TO: | Hytera Communications Co., Ltd. |
| AND TO: | Hytera Project Corp. |
| AND TO: | Computershare Investor Services Inc. (the “Depositary”) |
THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS READ THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS OF NORSAT INTERNATIONAL INC. RELATING TO THE PROPOSED ARRANGEMENT, AS SET OUT IN THE CIRCULAR.
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The undersigned Shareholder hereby irrevocably deposits the Common Shares held by the undersigned. Each Shareholder will receive, for each Common Share U.S. $11.25 pursuant to the Arrangement. |
The undersigned, by the execution of this Letter of Transmittal, hereby represents that: (a) the undersigned is the holder of the Common Shares represented by the certificate(s) described below; (b) the undersigned has good title to those shares, free and clear of all mortgages, liens, charges, encumbrances, security interests and adverse claims; and (c) the said certificate(s) represent all of the Common Shares owned by the undersigned. The undersigned encloses herewith the following certificate(s) for those Common Shares registered in the name of the undersigned or duly endorsed for transfer to the undersigned:
DESCRIPTION OF COMMON SHARES DEPOSITED
(please print)
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| Certificate Number(s) (if | Name(s) and Address(es) of Registered | Number of Common Shares |
| applicable) | Holder(s) | Deposited |
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| | | TOTAL: |
The undersigned authorizes and directs Computershare Investor Services Inc. to issue a cheque to which the undersigned is entitled as indicated below and to mail such cheque 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 Norsat International Inc.
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| BOX A | | BOX B |
| ENTITLEMENT DELIVERY | | ISSUE PAYMENT IN THE NAME OF*: |
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| All cash entitlement payments will be issued and mailed to your | | [ ]CHECK BOX IF SAME AS EXISTING REGISTRATION(DEFAULT) |
| existing registration unless otherwise stated. If you would like your | | |
| cash issued to a different name or address, please complete BOX B and | | |
| refer to INSTRUCTION 2 & 3 | | |
| | | (NAME) |
| [ ] MAIL CHEQUE TO ADDRESS ON RECORD(DEFAULT) | | |
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| | | (STREET NUMBER & NAME) |
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| [ ] MAIL CHEQUE TO A DIFFERENT ADDRESS (MUST COMPLETE | | (CITY AND PROVINCE/STATE) |
| BOX B) | | |
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| | | (COUNTRY AND POSTAL/ZIP CODE) |
| [ ] HOLD CHEQUE FOR PICKUP AT COMPUTERSHARE OFFICE | | |
| (CHECK LOCATION) | | |
| | | (TELEPHONE NUMBER (BUISNESS HOURS) |
| [ ]TORONTO [ ]VANCOUVER | | |
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| SEE INSTRUCTION SECTION 8 FOR OFFICE ADDRESSES | | |
| | | (SOCIAL INSURANCE/SECURITY NUMBER) |
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| | | *IF THIS NAME OR ADDRESS IS DIFFERENT FROM YOUR REGISTRATION, PLEASE PROVIDE |
| | | SUPPORTING TRASFER REQUIREMENTS (SEE INSTRUCTION SECTION 2 & 3) |
BOX C
RESIDENCY DELCARATION
ALLNORSAT SHAREHOLDERS ARE REQUIRED TO COMPLETE A RESIDENCY DECLARATION. FAILURE TO COMPLETE A RESIDENCY DECLARATION MAY RESULT IN A DELAY IN YOUR PAYMENT.
The undersigned represents that:
[ ] The beneficial owner of the Norsat common shares deposited herewithisa U.S. Shareholder.
[ ] The beneficial owner of the Norsat common shares deposited herewithis nota U.S. Shareholder.
A “U.S. Shareholder” is any Norsat shareholder who is either (i) providing an address in Box “A” that is located within the United States or any territory or possession thereof, or (ii) a “U.S. person” for the United States federal income tax purposes as defined in Instruction 8 below. If you are a U.S person or acting on behalf of a U.S. person, then in order to avoid backup withholding of U.S federal income tax you must provide a complete IRS Form W-9 (enclosed) below or otherwise provide certification that the U.S. person is exempt from backup withholding, as provided in the instructions. If you are not a U.S. Shareholder as defined in (ii) above, but you provide an address that is located within the United States, you must complete an appropriate Form W-8. If you require an IRS Form W-8, a copy can be obtained at www.irs.gov.
SHAREHOLDER SIGNATURE(S)
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| Signature guaranteed by | | Dated: __________________________________, 2017 |
| (if required under Instruction 3) | | |
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| | | Signature of Shareholder or authorized representative |
| | | (see Instructions 2 and 4) |
| Authorized Signature | | |
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| | | Address |
| Name of Guarantor (please print or type) | | |
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| | | Name of Shareholder (please print or type) |
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| Address of Guarantor (please print or type) | | Telephone No |
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| | | Name of authorized representative, if applicable |
| | | (please print or type) |
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.
INSTRUCTIONS
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| 1. | Use of the Letter of Transmittal |
To receive the cash entitlement upon completion of the Arrangement, Shareholders must deposit with the Depositary (at any of the offices specified below), on or before the sixth anniversary of the closing of the Arrangement (the “Effective Date”), a duly completed Letter of Transmittal together with the certificate(s) representing their Common Shares.
Pursuant to the terms of the Arrangement, any certificates formerly representing Common Shares that are not deposited with the Depositary together with a duly completed Letter of Transmittal and any other documents the Depositary reasonably requires, on or before the sixth anniversary of the Effective Date, shall cease to represent a right or claim of any kind or nature and the right of the holder of certificates of Common Shares to receive payment for such Common Shares shall be deemed to be surrendered together with all dividends or distributions thereon held for such holder (less any applicable withholding tax).
The method used to deliver this Letter of Transmittal and any accompanying certificates representing the Common Shares is at the option and risk of the holder, and delivery will be deemed effective only when such documents are actually received by the Depositary. Norsat recommends that the necessary documentation be hand delivered to the Depositary, at any of the offices specified below, and a receipt obtained; otherwise the use of registered mail with return receipt requested, properly insured, is recommended.
This Letter of Transmittal must be filled in, dated and signed by the holder of the Common Shares described above or by such holder’s duly authorized representative (in accordance with Instruction 4).
| (a) | If this Letter of Transmittal is signed by the registered holder(s) of the accompanying certificate(s), such signature(s) on this Letter of Transmittal must correspond with the name(s) as registered or as written on the face of such certificate(s) without any change whatsoever, and the certificate(s) need not be endorsed. If such deposited certificate(s) is/are held of record by two or more joint holders, all such holders must sign this Letter of Transmittal. |
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| (b) | If this Letter of Transmittal is signed by a person other than the registered holder(s) of the accompanying certificate(s), or if certificate(s) representing Norsat Common Shares are to be issued to a person other then the registered holder(s); |
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| | (i) | such deposited certificate(s) must be endorsed or be accompanied by appropriate share transfer power(s) of attorney duly and properly completed by the registered holder(s); and |
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| | (ii) | the signature(s) on such endorsement or share transfer power(s) of attorney must correspond exactly to the name(s) of the registered holder(s) as registered or as appearing on the certificate(s) and must be guaranteed as noted in Instruction 3 below. |
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| 3. | Guarantee of Signatures |
No signature guarantee is required on this Letter of Transmittal if it is signed by the registered holder(s) of the Common Shares deposited therewith, unless that Shareholder has completed the box entitled “Special Registration Instructions”.
Where the Shareholder has completed the box entitled “Special Registration Instructions”, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution (as defined below) or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution). See also Instruction 2.
An “Eligible Institution” means 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 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.
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| 4. | Fiduciaries, Representatives and Authorizations |
Where this Letter of Transmittal is executed by a person as an executor, administrator, trustee or guardian or on behalf of a corporation, partnership or association or is executed by any other person acting in a representative or fiduciary capacity, this Letter of Transmittal must be accompanied by satisfactory evidence of their proof of appointment and authority to act. Norsat, and the Depositary may, at their discretion, require additional evidence of appointment or authority or additional documentation.
| (a) | If the space on this Letter of Transmittal is insufficient to list all certificates for Common Shares, additional certificate numbers and numbers of Common Shares may be included on a separate signed list affixed to this Letter of Transmittal. |
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| (b) | If Common Shares are registered in different forms (e.g., “John Doe” or “J. Doe”) a separate Letter of Transmittal should be signed for each different registration. |
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| (c) | No alternative, conditional or contingent deposits will be accepted. |
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| (d) | Additional copies of this Letter of Transmittal may be obtained from the Depositary at any of its offices at the addresses listed below. |
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| (e) | Norsat reserves the right, if they so elect, in their absolute discretion, to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal received by the Depositary. |
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| (f) | This Letter of Transmittal will be construed in accordance with, and be governed by the laws of the Province of Québec and the federal laws of Canada applicable therein. |
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| (g) | The parties hereto confirm that it is their wish that this Letter of Transmittal as well as all other documents relating hereto, including notices, have been and shall be drawn up in English.Les parties aux présentes confirment leur consentement à ce que cette lettre d’envoi de même que tous les documents, ainsi que tout avis s'y rattachant, soient rédigés en anglais. |
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If a share certificate has been lost or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, to the Depositary. The Depositary will respond with the replacement requirements, which must be properly completed and submitted in good order to the Depositary on or prior to the sixth anniversary of the Effective Date.
The Depositary is committed to protecting personal information. In the course of providing services, the Depositary receives non-public personal information about shareholders from transactions the Depositary performs, forms a shareholder may send to the Depositary or other communications the Depositary may have with a shareholder and its representatives. This information could include a shareholder’s name, address, social insurance number, securities holdings and other financial information. The Depositary uses this to administer a shareholder’s account, to better serve client needs and for other lawful purposes relating to its services. The Depositary has prepared a Privacy Code to tell shareholders more about its information practices and how their privacy is protected. It is available at the Depositary’s website, at www.computershare.com, or by writing to the Depositary at 100 University Avenue, 8thFloor, Toronto, Ontario, M5J 2Y1. The Depositary will use any information a Shareholder provides with this Letter of Transmittal in order to process a Shareholder’s request and will consider a Shareholder’s submission of this Letter of Transmittal as its consent to the above.
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| 8. | U.S. Shareholders: Form W-9 |
In order to comply with information reporting rules, a Norsat shareholder who is a citizen or resident of the United States for U.S. federal income tax purposes or who is otherwise a “U.S. Person” for U.S. federal income tax purposes is required to provide the Shareholder’s current taxpayer identification number (“TIN”) by completing the attached Form W-9, certifying under penalties of perjury that the TIN provided on that form is correct (or that such Shareholder has applied for and is awaiting receipt of a TIN), that the Shareholder is a U.S. Person for U.S. federal income tax purposes, and that (i) the Shareholder is exempt from backup withholding, (ii) the Shareholder has not been notified by the IRS that the Shareholder is subject to backup withholding as a result of failure to report all interest or dividends, or (iii) after being so notified, the IRS has notified the Shareholder that the Shareholder is no longer subject to backup withholding.
A “U.S. Person” is (a) an individual, citizen or resident alien of the United States as determined for U.S. federal income tax purposes; (b) a corporation (including an entity classified as a corporation for U.S. federal income tax purposes) or partnership (including an entity classified as a partnership for U.S. federal income tax purposes) created in the United States or under the laws of the United States or any state or the District of Columbia; (c) an estate the income of which is subject to United States federal income tax regardless of its source; or (d) a trust if: (i) a court within the United States is able to exercise primary jurisdiction over the trust’s administration and one or more U.S. Persons have the authority to control all substantial decisions of the trust; or (ii) the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. Person. If the correct TIN is not provided or if any other information is not correctly provided, a penalty may be imposed on the Shareholder by the IRS. Willfully falsifying certifications or affirmations may result in civil and criminal penalties.
The TIN for an individual U.S. citizen or resident is the individual’s social security number. A Shareholder who does not have a TIN may write “Applied For” in Part I of the IRS Form W-9 if such Shareholder has applied for a TIN or intends to apply for a TIN in the near future. If a Shareholder has not provided a properly certified TIN to the Depositary by the time of payment, backup withholding will apply to all reportable amounts made to the payee in connection with the Arrangement.
Backup withholding is not an additional U.S. income tax. Rather, the U.S. income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is furnished in a timely manner to the IRS.
Certain Shareholders, including generally, among others, corporations, are not subject to these backup withholding and information reporting rules. An exempt holder must enter its correct TIN in Part I of the IRS Form W-9, specify its “exempt payee code” and “exemption from FATCA reporting code”, as applicable, in the “Exemptions” box in accordance with the instructions of IRS Form W-9 on such form, and sign and date the form.
Entities that are disregarded as separate from their owners for U.S. federal income tax purposes should consult with their U.S. tax counsel regarding the proper IRS Form they should file.
All Norsat shareholders are urged to consult their own tax advisors to determine which IRS Forms should be used and whether they are exempt from backup withholding.
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| 9. | Payment Entitlement Pickup Locations |
Entitlements may be picked up at applicable Computershare office locations with Counter services. Pick-up instructions must be selected in Box A. Below are the applicable Computershare office locations:
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| | Toronto | Vancouver | |
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| | 100 University Ave | 510 Burrard Street, | |
| | 8thFloor, North Tower | 2ndFloor, | |
| | Toronto ON M5J 2Y1 | Vancouver, BC V6C 3A8 | |
OFFICES OF THE DEPOSITARY,
COMPUTERSHARE INVESTOR SERVICES INC.
By Mail:
P.O. Box 7021
31 Adelaide St. E.
Toronto, On
M5C 3H2
Attn: Corporate Actions
By Registered Mail, Hand or Courier:
100 University Avenue
8thFloor
Toronto, On
M5J 2Y1
Attn: Corporate Actions
Telephone:
1-800-564-6253
E-Mail:
corporateactions@computershare.com
Any questions and requests for assistance may be directed by Shareholders to the Depositary at the telephone number or email address set out above.
