NOTICE OF EXTENSION AND CHANGE
To the OFFER TO PURCHASE AND TAKEOVER BID CIRCULAR dated September 25, 1996
in respect of the offer by AOD Acquisition Corp., a wholly-owned subsidiary
of American Oilfield Divers, Inc., for all of the issued and outstanding
Common Shares of Hard Suits Inc.
TO: THE HOLDERS OF COMMON SHARES
OF HARD SUITS INC.
This Notice of Extension and Change extends the offer (the
"Offer") made by AOD Acquisition Corp. (the "Offeror"), a wholly-owned
subsidiary of American Oilfield Divers, Inc. ("AOD"), to purchase all of the
common shares without par value ("Common Shares") of Hard Suits Inc. ("Hard
Suits") issued and outstanding at the Expiry Time, on the terms and
conditions set forth in the offer to purchase (the "Offer to Purchase") and
the accompanying circular (the "Circular") dated September 25, 1996, as
amended by the Notice of Extension dated October 16, 1996 (the "Notice of
Extension") and the Notice of Variation dated October 18, 1996 (the "Notice
of Variation") to 12:01 a.m. (Vancouver time) on November 8, 1996 and
discloses the entering into of a Lock-Up Agreement (the "Lock-Up Agreement")
dated October 28, 1996 among Rene T. Nuytten ("Nuytten"), the Offeror and
AOD with respect to Nuytten's agreement to tender his shares to the Offeror
and the entering into of an Acquisition Agreement (the "Acquisition
Agreement") dated October 28, 1996 among Nuytten, Edward G. Hauptmann, David
S. Porter, Hard Suits, the Offeror and AOD with respect to certain
transitional provisions regarding the acquisition by the Offeror of the
Common Shares of Hard Suits.
This Notice of Extension and Change also effects certain
consequential amendments to the Offer to Purchase and the Circular, as
amended by the Notice of Extension and the Notice of Variation (together the
"Offer Documents"). Except as otherwise set forth in this Notice of
Extension and Change, the terms and conditions previously set forth in the
Offer Documents will continue to be applicable in all respects, and this
Notice of Extension and Change should be read in conjunction with the Offer
Documents. Unless the context requires otherwise, the capitalized terms not
defined herein have the meanings set forth in the Offer Documents. The term
"Amended Offer" means the Offer Documents, as amended by this Notice of
Extension and Change.
1. Extension of the Offer
The Offeror gives notice that it has varied the Offer by
extending the Expiry Time of the Offer from 12:01 a.m. (Vancouver time) on
October 30, 1996 to 12:01 a.m. (Vancouver time) on November 8, 1996.
Accordingly, the "Expiry Time" as defined on page 4 of the Offer Documents
is hereby amended to read as follows:
""Expiry Time" means 12:01 a.m. (Vancouver time) on
November 8, 1996, or such later time and date or
times and dates as may be fixed by the Offeror from
time to time pursuant to SectionE5 of the Offer,
"Extension and Variation of the Offer;"
2. Time for Acceptance
The Amended Offer is open for acceptance until 12:01 a.m.
(Vancouver time) on November 8, 1996, or until such later time and date to
which the Amended Offer may be further extended, unless withdrawn by the
Offeror.
3. Manner of Acceptance
The Amended Offer may be accepted in the manner set out in
Section 3 of the Offer to Purchase, "Manner of Acceptance".
4. Withdrawal of Deposited Common Shares
As disclosed in the Offer Documents, any Common Shares deposited
under the Offer may be withdrawn by or on behalf of the depositing
Shareholder at the place of deposit at any time before 12:01 a.m. (Vancouver
time) on November 8, 1996.
The manner in which withdrawals of the Common Shares deposited
pursuant to the Offer to Purchase must be effected are set out in Section 8
of the Offer to Purchase, "Withdrawal of Deposited Common Shares", as
amended by the Notice of Extension.
5. Date by Which Common Shares Must be Taken up by the Offeror
If all of the conditions referred to under Section 4 of the
Offer to Purchase, "Conditions of the Offer", have been fulfilled or waived,
the Offeror will become obligated to take up and pay for the Common Shares
validly deposited and not withdrawn pursuant to the Offer not later than 10
days after the Expiry Time and to make such payment for the Common Shares
taken up as soon as practicable, but in any event not later than three days,
after taking up the Common Shares. In accordance with applicable law, the
Offeror will take up and pay for Common Shares deposited under the Offer
subsequent to the date on which it first takes up Common Shares deposited
under the Offer not later than 10 days after the deposit of such Common
Shares.
6. Arrangements with Hard Suits
On October 28, 1996, the Offeror entered into the Lock-Up
Agreement with Nuytten and AOD. Under the Lock-Up Agreement, Nuytten has
agreed to irrevocably deposit not less than 1,500,000 Common Shares, being
all of the shares then beneficially owned by Nuytten, pursuant to the
Amended Offer. Nuytten has further agreed to deposit any additional Common
Shares acquired by him upon exercise of any outstanding options or warrants.
AOD has agreed to advance to Price Waterhouse, AOD's auditors,
Cdn.$1,000,000. These funds will be used to repay bona fide liabilities of
Hard Suits, including certain liabilities owed to Nuytten and certain fees
payable in connection with the termination of the financing which was to
have been provided by British Columbia Mercantile Corporation and Ventura
Management Inc. Nuytten has also agreed to surrender for cancellation all
of the Class A Performance shares of Hard Suits owned by him.
On October 28, 1996, the Offeror entered into the Acquisition
Agreement with Nuytten, Ed Hauptmann, David Porter, Hard Suits and AOD.
Under the Acquisition Agreement, upon Nuytten tendering his Common Shares
into the Amended Offer, Mr. Nuytten and Mr. Hauptmann will resign as
directors and officers of Hard Suits and its corporate subsidiaries. Rod
Stanley, the Vice-President International Operations of AOD and Doug Irwin
of Vancouver, British Columbia will be appointed directors of Hard Suits.
Concurrently, AOD will fund or arrange for Cdn.$500,000 in working capital
financing for Hard Suits. The Cdn.$500,000 working capital financing and
the Cdn.$1,000,000 financing described above will bear interest at 8.5% per
annum, calculated and payable monthly at the end of each month and will be
secured by a general security agreement in a form satisfactory to AOD acting
reasonably, constituting a first charge on all the assets of Hard Suits,
subject only to a prior charge in favour of Federal Business Development
Bank in an amount of not more than Cdn.$40,000.
7. Price Range and Trading Volume of the Common Shares Since the
Date of the Offer
The Common Shares are listed and posted for trading on the TSE.
The volume of trading and price ranges of the Common Shares on the TSE since
the date of the Offer are set forth in the following table:
Period (1996) High Low Volume
September 25.................... $1.45 $1.33 61,000
September 26.................... 1.55 1.40 47,900
September 27.................... 1.50 1.42 20,100
September 30.................... 1.51 1.43 91,700
October 1....................... 1.42 1.42 11,300
October 2....................... 1.47 1.30 57,800
October 3....................... 1.45 1.43 128,100
October 4....................... 1.46 1.40 7,800
October 7....................... 1.50 1.30 303,000
October 8....................... 1.52 1.48 74,400
October 9....................... 1.53 1.48 53,500
October 10...................... 1.52 1.45 106,600
October 11...................... 1.50 1.48 84,200
October 15...................... 1.50 1.48 171,133
October 16...................... 1.49 1.40 101,900
October 17...................... 1.49 1.40 75,033
October 18...................... 1.60 1.59 165,100
October 21...................... 1.60 1.55 35,300
October 22...................... 1.60 1.55 33,600
October 23...................... 1.60 1.56 9,099
October 24...................... 1.59 1.57 6,000
October 25...................... 1.60 1.50 45,000
October 28...................... 1.62 1.59 49,700
8. Statutory Rights
Securities legislation in certain of the provinces and
territories of Canada provides holders of Common Shares with, in addition to
any other rights they may have at law, rights of rescission or to damages,
or both, if there is a misrepresentation in a circular or notice that is
required to be delivered to the holders of Common Shares. However, such
rights must be exercised within prescribed time limits. Holders of Common
Shares should refer to the applicable provisions of the securities
legislation of their province or territory for particulars of those rights
or consult with a lawyer.
APPROVAL AND CERTIFICATE
The contents of the Offer and accompanying Circular, as amended
by the Notice of Extension dated October 16, 1996, by the Notice of
Variation dated October 18, 1996 and by this Notice of Extension and Change
(collectively, the "Amended Offer"), have been approved, and the sending,
communication or delivery thereof to the Shareholders of Hard Suits Inc. has
been authorized, by the Board of Directors of the Offeror. The Amended
Offer contains no untrue statement of a material fact and does not omit to
state a material fact that is required to be stated or that is necessary to
make a statement not misleading in the light of the circumstances in which
it was made. In addition, the Amended Offer does not contain any
misrepresentation likely to affect the value or the market price of the
common shares of Hard Suits Inc. which are the subject of the Offer.
DATE: October 29, 1996
(Signed) GEORGE C. YAX (Signed) CATHY M. GREEN
Chairman of the Board, Vice President-Finance and
President and Chief Executive Officer Chief Financial Officer
On behalf of the Board of Directors
(Signed) RODNEY W. STANLEY (Signed) QUINN J. HEBERT
Director Director