Exhibit 1.1 e
[CANADA LETTERHEAD] Industry Canada Industrie Canada
CERTIFICATE CERTIFICAT
OF AMENDMENT DE MODIFICATION
CANADA BUSINESS LOI CANADIENNE SUR
CORPORATIONS ACT LES SOCIETES PAR ACTIONS
HOLLINGER INC. 197578-1
Name of corporation-Denomination de la societe Corporation number-Numero de la societe
I hereby certify that the articles of the above-named corporation Je certifie que les statuts de la societe susmentionnee
were amended ont ete modifies :
(a) under section 13 of the Canada Business Corporations Act in [ ] a) en vertu de l'article 13 de la Loi canadienne sur les
accordance with the attached notice; societes par actions, conformement a l'avis ci-joint;
(b) under section 27 of the Canada Business Corporations Act as [ ] b) en vertu de l'article 27 de la Loi canadienne sur les
set out in the attached articles of amendment designating a societes par actions, tel qu'il est indique dans les
series of shares; clauses modificatrices ci-jointes designant une serie
d'actions;
c) under section 179 of the Canada Business Corporations Act as
set out in the attached articles of amendment; [x] c) en vertu de l'article 179 de la Loi canadienne sur
les societes par actions, tel qu'il est indique dans les
clauses modificatrices ci-jointes;
(d) under section 191 of the Canada Business Corporations Act as [ ] d) en vertu de l'article 191 de la Loi canadienne sur
set out in the attached articles of reorganization. les societes par actions, tel qu'il est indique dans les
clauses de reorganisation ci-jointes.
September 11, 1997/le 11 septembre 1997
Director - Directeur Date of Amendment - Date de modification
[CANADA LETTERHEAD]
FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 177)
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1 - NAME OF CORPORATION 2 - CORPORATION NO.
HOLLINGER INC. 197578-1
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3 - THE ARTICLES OF THE ABOVE-NAMED CORPORATION ARE AMENDED AS FOLLOWS:
the certificate and articles of the Corporation are amended to create the
twelfth series of Preference Shares, unlimited in number, to be designated
as Retractable Shares, and to have attached thereto the rights, privileges,
restrictions and conditions set forth in annexed Schedule A.
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DATE SIGNATURE TITLE
Sept. 11/97 Vice-President & Secretary
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FOR DEPARTMENTAL USE ONLY
Filed
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SCHEDULE A
NUMBER AND DESIGNATION OF AND
RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS
ATTACHING TO THE RETRACTABLE SHARES
The twelfth series of Preference Shares of the Corporation
shall consist of an unlimited number of Preference Shares which shall be
designated as Retractable Shares (hereinafter referred to as the "Retractable
Shares") and which, in addition to the rights, privileges, restrictions and
conditions attached to the Preference Shares as a class, shall have attached
thereto the following rights, privileges, restrictions and conditions:
1. INTERPRETATION
1.1. DEFINITIONS
For the purposes hereof:
(a) "Act" means the Canada Business Corporations Act, as amended,
re-enacted or replaced from time to time;
(b) "Board" means the board of directors of the Corporation, the
Executive Committee thereof or any other committee
contemplated by section 3.2 hereof;
(c) "Business Day" means a day other than Saturday, Sunday or any
other day that is treated as a statutory holiday in the
jurisdiction in which the Corporation's registered office is
located;
(d) "Canadian Dollar Equivalent" means in respect of an amount
expressed in a foreign currency (the "Foreign Currency
Amount") at any date the product obtained by multiplying (A)
the Foreign Currency Amount by (B) the exchange rate for such
foreign currency in effect at 12 o'clock noon (eastern time)
on such date as posted by Canadian Imperial Bank of Commerce
or such other exchange rate on such date for such foreign
currency as may be deemed by the Board to be appropriate for
such purpose;
(e) "Class A Common Shares" means shares of Class A common stock
of Hollinger International Inc., par value U.S. $0.01 per
share, and any other securities into which such shares may be
changed or for which such shares may be exchanged (whether or
not Hollinger International Inc. shall be the issuer of such
other securities) or any other consideration which may be
received by the holders of such shares pursuant to a
recapitalization, reconstruction, reorganization or
reclassification of, or amalgamation, merger, liquidation or
similar transaction affecting, such shares;
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(f) "Common Shares" means the common shares of the Corporation;
(g) "Current Class A Market Price" means in respect of a Class A
Common Share on any date, the Canadian Dollar Equivalent of
the per share closing price (or if no closing price is
recorded, the average of the bid and the ask prices) of Class
A Common Shares on the last full trading day preceding such
date as such price is reported on the NYSE Composite
Transactions Tape, or if the Class A Common Shares are not
listed on the NYSE, such other national, regional or
provincial securities exchange or automated quotation system
upon which the Class A Common Shares are listed or quoted, as
the case may be, as may be selected by the Board for such
purpose; provided, however, that if in the opinion of the
Board the public distribution or trading activity of Class A
Common Shares is inadequate to create a market that reflects
the fair market value of a Class A Common Share then the
Current Class A Market Price shall be determined by the Board
based upon the advice of such qualified independent financial
advisors as the Board may deem to be appropriate, and provided
further that any such selection, opinion or determination by
the Board shall be conclusive and binding;
(h) "Current Value" as at any date means the aggregate Fair Market
Value of all of the assets of the Corporation (including any
refundable tax previously paid by the Corporation which, in
the opinion of the Board, is refundable as at such time) less
the aggregate of:
(i) the maximum amount payable at such date by the
Corporation on its liquidation, dissolution or
winding-up in respect of any outstanding Preference
Shares other than the Retractable Shares; and
(ii) the Corporation's liabilities, including any tax
liabilities that would arise on a sale by the
Corporation of all or substantially all of its assets
which in the opinion of the Board would not be
refundable as at such date;
all as determined by the Board;
(i) "Fair Market Value" as of any date of any asset means:
(i) with respect to shares of Class B common stock of
Hollinger International Inc., the value of that
number of Class A Common Shares into which such
shares are convertible as determined below;
(ii) subject to clause (i) above, with respect to any
security listed and posted on a stock exchange, the
weighted average price at which such security traded
for the 20 trading days immediately preceding such
date (or such lesser period as the Board may
determine from time to time) on the stock exchange on
which the greatest volume of trading in the security
occurred. during such period;
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(iii) subject to clause (i) above, with respect to a
security not listed and posted on a stock exchange
but traded in an over-the-counter market, the
weighted average trading price of such security on
such over-the-counter market for the 20 trading days
preceding such date or such lesser period as the
Board may determine from time to time; and
(iv) for any other asset, the fair market value thereof as
determined by the Board;
(j) "NYSE" means the New York Stock Exchange, Inc.;
(k) "Retractable Shares" means the Retractable Shares of the
Corporation; and
(l) "Retraction Price" on any date shall be 90% of the quotient
obtained by dividing the Current Value on such date by the
total number of Retractable Shares and Common Shares
outstanding on such date.
1.2. HEADINGS
The headings in these share provisions do not affect their
interpretation.
1.3. NUMBER AND GENDER
Words importing the singular include the plural and vice-versa
and words importing gender include all genders.
1.4. DATES
In the event that any date on which any dividend on the
Retractable Shares is payable by the Corporation, or on or by which any other
action is required to be taken by the Corporation or the holders of Retractable
Shares hereunder, is not a Business Day, then such dividend shall be payable, or
such other action shall be required to be taken, on or by the next succeeding
date that is a Business Day.
1.5. CURRENCY
All cash amounts paid by the Corporation in respect of the
Retractable Shares shall be made in Canadian dollars and all references herein
to monetary amounts shall be construed accordingly.
2. DIVIDENDS
The holders of the Retractable Shares shall be entitled to
receive, and the Corporation shall pay thereon, as and when declared by the
board of directors of the Corporation, subject to the insolvency provisions of
applicable law, dividends in equal or equivalent amounts
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per share to any dividends which the board of directors may declare on the
Common Shares from time to time. No dividend on the Common Shares shall be
declared or paid unless an equal or equivalent dividend per share on the
Retractable Shares is contemporaneously declared or paid.
3. RETRACTION RIGHT
3.1. RIGHT OF RETRACTION
A holder of Retractable Shares shall be entitled at any time
after the earlier of December 31,1997 and the date specified by the Corporation
in a notice given in the manner set out in section 3.2(a), subject to the
provisions of the Act and in the manner hereinafter provided, to surrender for
retraction all or any of the Retractable Shares registered in the name of such
holder.
3.2. RETRACTION PRICE
(a) The Board shall determine the Retraction Price as of the end
of each fiscal quarter of the Corporation and as soon as
practicable thereafter the Corporation shall give notice
thereof (a "Retraction Price Notice") in the same manner in
which dividend notices are required to be given by law or any
stock exchange on which the Retractable Shares (or units
comprised in part of Retractable Shares) are listed for
trading from time to time. Subject to the following sentence,
the Retraction Price set out in a Retraction Price Notice
shall be in effect for all retractions subsequent to the date
on which the Retraction Price Notice is given to and including
the date on which the next Retraction Price Notice is given.
Notwithstanding the foregoing, the Board shall have the
absolute discretion to change the Retraction Price at any time
as set out below if fluctuations in the trading price of
publicly-traded securities owned by the Corporation cause a
change of more than 10% in the Current Value during a fiscal
quarter of the Corporation. To effect such a change the
Retraction Price shall be determined as of such date as is
selected by the Board and shall become effective as of the
next Business Day following the date on which a press release
is issued by the Corporation setting out the new Retraction
Price or such later date as is specified in such press
release.
(b) The Corporation shall set out in any Retraction Price Notice
the number and designation of publicly-traded securities owned
by it (other than Class A Common Shares) if fluctuations in
the trading price thereof during a fiscal quarter of the
Corporation could reasonably be expected to cause a change of
more than 10% in the Current Value during the fiscal quarter.
(c) All determinations to be made by the Board relating to the
Retraction Price may be made by the Executive Committee of the
Board of Directors of the Corporation or any other committee
of the Board of Directors to which such authority is delegated
and shall be conclusive and binding on all shareholders of the
Corporation.
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3.3. RETRACTION PROCEDURE
(a) Retractable Shares may be retracted only by the registered
holder thereof presenting and surrendering at any place where
the Retractable Shares may be transferred or at such other
place or places as shall be specified in writing by the
Corporation to the holders of the Retractable Shares from time
to time, the share certificate or certificates representing
the Retractable Shares to be redeemed, duly completed and
endorsed in the manner prescribed thereon, together with a
request in writing in such form as may be acceptable to the
Corporation (in this section 3.3, the "Retraction Notice")
from such holder specifying the number of Retractable Shares
to be redeemed by the Corporation. The date on which a holder
duly tenders the documents described above is referred to
herein as the "Retraction Date."
(b) Subject to sections 3.5.2, 3.6 and Article 4 hereof, the
Corporation shall redeem the appropriate number of Retractable
Shares by sending or causing to be sent to or to the order of
the registered holder thereof not later than 14 days after the
Retraction Date a certificate representing that number of
Class A Common Shares equal to (i) the Retraction Price of the
Retractable Shares to be redeemed divided by (ii) the Current
Class A Market Price on the Retraction Date.
(c) If less than all of the Retractable Shares represented by any
certificate or certificates so endorsed are to be redeemed,
the Corporation shall issue and deliver to such holder, at the
expense of the Corporation, a new share certificate
representing the Retractable Shares which are not being
surrendered for retraction.
3.4. ELECTION IRREVOCABLE
Subject to paragraph 3.6 hereof, the election by any
registered holder of Retractable Shares to surrender any Retractable Shares for
retraction shall be irrevocable upon receipt by the Corporation or its agent of
the Retraction Notice and the certificate and certificates representing the
Retractable Shares to be redeemed; provided that the Corporation may, in its
unfettered discretion, permit withdrawal of any such election at any time prior
to payment of the Retraction Price for the Retractable Shares to be redeemed.
3.5. RELATING TO THE DELIVERY OF CLASS A COMMON SHARES
3.5.1. QUALIFICATION AND LISTING
The Corporation shall satisfy the following
conditions in respect of Class A Common Shares delivered on a
redemption of Retractable Shares:
(a) the qualification of the Class A Common Shares by
the filing of a prospectus and obtaining a final receipt
therefor from the securities regulatory authorities in each of
the provinces of Canada in which the distribution of such
Class A Common Shares occurs, unless there exists an
applicable exemption to
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qualification thereunder that allows such Class A Common
Shares (other than those issued to a person who is in a
position by himself or in combination with others to
materially affect control of the Corporation) to be
immediately traded free of resale restrictions under
applicable securities legislation; and
(b) the effectiveness of a registration statement
under the U.S. Securities Act of 1933 ("U.S. Securities Act")
with respect to the delivery of such Class A Common Shares,
unless an exemption from the registration requirements of the
U.S. Securities Act is available which would allow such Class
A Common Shares to be immediately traded free of resale
restrictions; and
(c) the listing of such Class A Common Shares on each
stock exchange on which the Class A Common Shares are then
listed.
3.5.2. FRACTIONS OF CLASS A COMMON SHARES
The Corporation shall not deliver a fraction of a
Class A Common Share on a redemption of Retractable Shares. In lieu
thereof the Corporation shall make a cash payment equal to the amount
which would have been satisfied by the fraction of the Class A Common
Share.
3.6. RETRACTION LIMITATION
(a) If the redemption by the Corporation of all Retractable Shares
surrendered for retraction on a Retraction Date would be
contrary to applicable law, the Corporation shall redeem only
the maximum number of Retractable Shares which it is then
permitted to redeem selected pro rata (disregarding fractions
of shares) from the Retractable Shares surrendered for
retraction according to the number of Retractable Shares
surrendered for retraction by each holder thereof. Thereupon,
each such holder shall be entitled, by notice to the
Corporation, to withdraw all or part only of the Retractable
Shares surrendered by such holder for retraction on such
Retraction Date which have not been redeemed by the
Corporation and the Corporation shall, at its expense, issue
and deliver to each holder who exercises such right of
withdrawal a new share certificate representing the
Retractable Shares so withdrawn. Thereafter, the Corporation
shall redeem on a date or dates determined by the Board on
which the Corporation shall have sufficient assets to permit
such redemption, the maximum number of Retractable Shares as
have been surrendered for retraction and not previously
withdrawn or redeemed which the Corporation determines it is
then permitted to redeem, selected pro rata (disregarding
fractions of shares) from such Retractable Shares according to
the number of such Retractable Shares then held by each holder
thereof and so on until all such Retractable Shares have been
redeemed.
(b) If the Board has acted in good faith in making any of the
determinations referred to in paragraph 3.6(a) hereof, the
Board and the Corporation shall have no liability if such
determination proves to be inaccurate.
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(c) If the Corporation does not redeem all Retractable Shares
surrendered for retraction on a Retraction Date the
Corporation shall forthwith after such date notify each holder
whose Retractable Shares have not been redeemed on such date
of such holder's right to withdraw the Retractable Shares to
surrendered and not redeemed by the Corporation.
3.7. CESSATION OF RIGHTS
The Retractable Shares redeemed pursuant to this Article 3
shall cease to be entitled to dividends or any participation in the assets of
the Corporation and the registered holder thereof shall not be entitled to
exercise any of the rights of holders of Retractable Shares in respect thereof,
unless payment therefor is not made as required herein, in which event the
rights of the registered holder of such Retractable Shares shall remain
unaffected.
4. REDEMPTION RIGHT ON RECEIPT OF RETRACTION NOTICE
4.1. RIGHT OF REDEMPTION
On receipt of a Retraction Notice duly tendered pursuant to
section 3.3 together with the share certificate or certificates representing
Retractable Shares to be redeemed, the Corporation shall be entitled to redeem
all or any part of such Retractable Shares pursuant to this Article 4 for a cash
payment equal to the Retraction Price per share on the Retraction Date in lieu
of redeeming them in the manner set out in Article 3.
4.2. CASH PAYMENT OF REDEMPTION PRICE
The Corporation shall exercise its redemption right pursuant
to this Article 4 by sending or causing to be sent to or to the order of the
registered holder of Retractable Shares to be redeemed not later than 14 days
after the Retraction Date a cheque payable at any branch of the Corporation's
bankers for the Retraction Price of such shares.
4.3. PRO RATA TREATMENT
The Corporation shall exercise its redemption right pursuant
to this Article 4 so that, subject to section 3.5.2, all holders of Retractable
Shares to be redeemed on any Retraction Date shall receive the same portion of
the Retraction Price payable to them in the form of Class A Common Shares and
cash.
4.4. PROCEDURE
The provisions of sections 3.6 and 3.7 shall apply, mutatis
mutandis, to a redemption of Retractable Shares pursuant to this Article 4.
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5. VOTING RIGHTS
The holders of the Retractable Shares shall be entitled to
receive notice of and to attend at all meetings of the shareholders of the
Corporation, other than separate meetings of the holders of another class or
series of shares, and to vote at any such meeting together with the holders of
Common Shares on the basis of one vote for each Retractable Share held.
6. LIQUIDATION, DISSOLUTION OR WINDING - UP
In the event of the liquidation, dissolution or winding-up of
the Corporation, whether voluntary or involuntary, or in the event of any other
distribution of assets of the Corporation among its shareholders for the purpose
of winding up its affairs, the holders of the Retractable Shares shall be
entitled to receive from the assets of the Corporation an amount for each
Retractable Share held by them equal or equivalent to any amount per share to be
paid or distributed to holders of the Common Shares, the whole before any amount
shall be paid by the Corporation or any assets of the Corporation shall be
distributed to holders of shares of any class of the Corporation ranking with
respect to the distribution of assets in such event junior to the Retractable
Shares. After payment to the holders of the Retractable Shares of the amounts so
payable to them, they shall not be entitled to share in any further distribution
of the assets of the Corporation.
7. AMENDMENT
The rights, privileges, restrictions and conditions attached
to the Retractable Shares may be added to, changed or removed by Articles of
Amendment, but only with the approval of the holders of the Retractable Shares
given as hereinafter specified in addition to any vote or authorization required
by law.
8. APPROVAL OF HOLDERS OF THE RETRACTABLE SHARES
The approval of the holders of the Retractable Shares to add
to, change or remove any right, privilege, restriction or condition attaching to
the Retractable Shares as a series or in respect of any other matter requiring
the consent of the holders of the Retractable Shares may be given in such manner
as may then be required by law, subject to a minimum requirement that such
approval be given by resolution signed by all the holders of the Retractable
Shares or passed by the affirmative vote of at least 2/3 of the votes cast at a
meeting of the holders of the Retractable Shares duly called for that purpose.
The formalities to be observed with respect to the giving of
notice of any such meeting or any adjourned meeting, the quorum required
therefor and the conduct thereof shall be those from time to time prescribed by
the by-laws of the Corporation with respect to meetings of shareholders, or if
not so prescribed, as required by the Act as in force at the time of the meeting
or as otherwise required by law. On every poll taken at every meeting of holders
of Retractable Shares as a series, each holder of Retractable Shares entitled to
vote thereat shall have one vote in respect of each Retractable Share held.