Exhibit 1.1 g
[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
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Name of corporation-Denomination de la societe Corporation number-Numero de la societe
I hereby certify that the articles of the above- Je certifie que les statuts de la societe
named corporation were amended susmentionnee ont ete modifies :
(a) under section 13 of the Canada Business [ ] a) en vertu de l'article 13 de la Loi
Corporations Act in accordance with the attached canadienne sur les societes par actions,
notice; conformement a l'avis ci-joint;
(b) under section 27 of the Canada Business [X] b) en vertu de l'article 27 de la Loi
Corporations Act as set out in the attached articles canadienne sur les societes par actions, tel
of amendment designating a series of shares; qu'il est indique dans les clauses
modificatrices ci-jointes designant une serie
d'actions;
(c) under section 179 of the Canada Business [X] c) en vertu de l'article 179 de la Loi
Corporations Act as set out in the attached articles canadienne sur les societes par actions, tel
of amendment; qu'il est indique dans les clauses
modificatrices ci-jointes;
(d) under section 191 of the Canada Business [ ] d) en vertu de l'article 191 de la Loi
Corporations Act as set out in the attached articles canadienne sur les societes par actions, tel
of reorganization. qu'il est indique dans les clauses de
reorganisation ci-jointes.
JUNE 3, 1998/LE 3 JUIN 1998
Director - Directeur Date of Amendment - Date de modification
CONSUMER AND
CORPORATE AFFAIRS CANADA
FORM 4
CANADA BUSINESS ARTICLES OF AMENDMENT
CORPORATIONS ACT (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 Corporation is hereby authorized to apply for a
certificate of amendment under the Canada Business Corporations Act to amend its
articles to:
1. change the designation of its common shares to retractable common
shares and amend the rights, privileges, restrictions and conditions of
the common shares to those set out in the annexed Schedule I;
2. change each Retractable Share into one retractable common share having
the rights, privileges, restrictions and conditions set out in the
annexed Schedule I; and
3. (i) provide for a consolidation, on a one for 31 basis, of its
retractable common shares and (ii) delete the rights, privileges,
restrictions and conditions of the following series of preference
shares: Floating Rate Cumulative Convertible Preference Shares Series
A, Floating Rate Cumulative Redeemable Convertible Preference Shares
Series B, Floating Rate Cumulative Redeemable Retractable Convertible
Preference Shares Series C, Non-Voting Non-Cumulative Redeemable
Retractable Convertible Preference Shares Series D, Non-Voting
Non-Cumulative Redeemable Retractable Convertible Preference Shares
Series E, Non-Voting Non-Cumulative Redeemable Retractable Convertible
Preference Shares Series F, Floating Rate Cumulative Redeemable
Convertible Perpetual Preference Shares Series G, Non-Voting Non-
Cumulative Redeemable Retractable Convertible Preference Shares Series
H, Non-Voting Non-Cumulative Redeemable Retractable Convertible
Preference Shares Series I, Non-Voting Non-Cumulative Redeemable
Retractable Convertible Preference Shares Series J, Non-Voting Non-
Cumulative Redeemable Retractable Convertible Preference Shares Series
K and Retractable Shares.
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DATE SIGNATURE TITLE
May 27, 1998 Vice-President and Secretary
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FOR DEPARTMENTAL USE ONLY
FILED
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SCHEDULE I
NUMBER AND DESIGNATION OF AND
RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS
ATTACHING TO THE RETRACTABLE COMMON SHARES
The retractable common shares of the Corporation (hereinafter
referred to as the "retractable common shares") shall be unlimited in and 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
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shares pursuant to a recapitalization, reconstruction,
reorganization or reclassification of, or amalgamation,
merger, liquidation or similar transaction affecting, such
shares;
(f) "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;
(g) "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; 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;
(h) "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 (as
determined below) of that number of Class A Common
Shares into which such shares are convertible;
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(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;
(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;
(i) "NYSE" means the New York Stock Exchange, Inc.;
(j) "Preference Shares" means the Preference Shares of the
Corporation;
(k) "retractable common shares" means the retractable common
shares of the Corporation; and
(l) "Retraction Price" on any date shall be such amount as
determined by the Board which is not less than 90%, and not
more than 100%, of the quotient obtained by dividing the
Current Value on such date by the total number of retractable
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.
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1.4. DATES
In the event that any date on which any dividend on the
retractable common 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 common 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 common shares shall be made in Canadian dollars and all references
herein to monetary amounts shall be construed accordingly.
2. DIVIDENDS
Subject to the prior rights of the holders of the Preference
Shares and any other shares ranking senior to the retractable common shares with
respect to priority in the payment of dividends and to the insolvency provisions
of applicable law, all dividends which the Board may declare in any fiscal year
of the Corporation shall be declared and paid in equal or equivalent amounts per
share on all retractable common shares at the time outstanding without
preference or priority.
3. RETRACTION RIGHT
3.1. RIGHT OF RETRACTION
A holder of retractable common shares shall be entitled at
any time, subject to the provisions of the Act and in the manner hereinafter
provided, to surrender for retraction all or any of the retractable common
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 common 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
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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 new
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.
3.3. RETRACTION PROCEDURE
(a) Retractable common shares may be retracted only by the
registered holder thereof presenting and surrendering at any
place where the retractable common 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
common shares from time to time, the share certificate or
certificates representing the retractable common 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 common 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
common 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 on the Retraction Date of the retractable common
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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 common 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 common 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 common shares to surrender any retractable
common 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 common 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 common 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 common 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
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
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(c) the listing of such Class A Common Shares on each stock
exchange on which :he 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 common 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 common
shares surrendered for retraction on a Retraction Date would
be contrary to applicable law, the Corporation shall redeem
only the maximum number of retractable common shares which it
is then permitted to redeem selected pro rata (disregarding
fractions of shares) from the retractable common shares
surrendered for retraction according to the number of
retractable common 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 common 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 common 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
common 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
common shares according to the number of such retractable
common shares then held by each holder thereof and so on until
all such retractable common 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.
(c) If the Corporation does not redeem all retractable common
shares surrendered for retraction on a Retraction Date the
Corporation shall forthwith after such date notify each holder
whose retractable common shares have not been redeemed on such
date
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of such holder's right to withdraw the retractable common
shares to surrendered and not redeemed by the Corporation.
3.7. CESSATION OF RIGHTS
The retractable common 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 common 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 common
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 common shares to be redeemed, the Corporation shall be entitled to
redeem all or any part of such retractable common 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 common 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
common 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.
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4.4. PROCEDURE
The provisions of sections 3.6 and 3.7 shall apply, mutatis
mutandis, to a of retractable common shares pursuant to this Article 4.
5. VOTING RIGHTS
The holders of the retractable common 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 on the basis of one vote for
each retractable common 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 common shares shall be
entitled, subject to the prior rights of the holders of the Preference Shares
and any other shares ranking senior to the retractable common shares, to the
remaining property and assets of the Corporation.