EXHIBIT 2.5
PRELIMINARY PROSPECTUS DATED MARCH 8, 1999
THIS SHORT FORM PROSPECTUS CONSTITUTES A PUBLIC OFFERING OF THESE SECURITIES
ONLY IN THOSE JURISDICTIONS WHERE THEY MAY BE LAWFULLY OFFERED FOR SALE AND
THEREIN ONLY BY PERSONS PERMITTED TO SELL SUCH SECURITIES. NO SECURITIES
COMMISSION OR SIMILAR AUTHORITY IN CANADA HAS IN ANY WAY PASSED UPON THE MERITS
OF THE SECURITIES OFFERED HEREUNDER AND ANY REPRESENTATION TO THE CONTRARY IS AN
OFFENCE. INFORMATION HAS BEEN INCORPORATED BY REFERENCE IN THIS SHORT FORM
PROSPECTUS FROM DOCUMENTS FILED WITH SECURITIES COMMISSIONS OR SIMILAR
AUTHORITIES IN CANADA. FOR THE PURPOSES OF THE PROVINCE OF QUEBEC, THIS
SIMPLIFIED PROSPECTUS CONTAINS INFORMATION TO BE COMPLETED BY CONSULTING THE
PERMANENT INFORMATION RECORD. COPIES OF THE DOCUMENTS INCORPORATED HEREIN BY
REFERENCE AND OF THE PERMANENT INFORMATION RECORD MAY BE OBTAINED ON REQUEST
WITHOUT CHARGE FROM THE SECRETARY OF INTERTAPE POLYMER GROUP INC., AT 110E
MONTEE DE LIESSE, ST-LAURENT, QUEBEC, H4T 1N4, TELEPHONE: (514) 731-7591. THE
SECURITIES OFFERED HEREUNDER HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. ACCORDINGLY, ABSENT
REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SUCH ACT, THE SECURITIES OFFERED HEREBY MAY NOT BE OFFERED, OR OTHERWISE
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA OR TO OR
FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS WITHIN THE UNITED STATES OF AMERICA,
ITS TERRITORIES OR POSSESSIONS AND THIS SHORT FORM PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY WITHIN THE UNITED STATES. SEE "PLAN OF DISTRIBUTION".
NEW ISSUE March 8, 1999
GRAPHIC TO GO HERE
INTERTAPE POLYMER GROUP INC.
$120,750,000
3,000,000 COMMON SHARES
This offering (the "Offering") consists of an offering to the public of
3,000,000 common shares (the "Common Shares") of Intertape Polymer Group Inc.
("Intertape"). The offering price of the Common Shares was determined by
negotiation among Intertape and the Underwriters. The common shares of Intertape
are listed and posted for trading on The Toronto Stock Exchange (the "TSE") and
on the American Stock Exchange (the "AMEX"). On February 23, 1999, the last
trading day before the announcement of the Offering, the closing prices of the
common shares of Intertape on the TSE and on the AMEX were $40.00 and US$26.50,
respectively. The TSE has conditionally agreed to list the Common Shares
distributed hereby, subject to compliance with the requirements of the TSE on or
before May 26, 1999.
PRICE: $40.25 PER COMMON SHARE
---------------------------------
---------------------------------
PRICE TO THE UNDERWRITERS' NET PROCEEDS TO
PUBLIC FEE INTERTAPE(1)
------------ ------------- ---------------
Per Common Share.......................................... $40.25 $1.61 $38.64
Total..................................................... $120,750,000 $4,830,000 $115,920,000
(1) Before deducting the expenses of the Offering estimated at $250,000, which
will be paid out of the general corporate funds of Intertape.
The Underwriters, as principals, conditionally offer to the public the Common
Shares, subject to prior sale, if, as and when issued and sold by Intertape and
delivered to and accepted by the Underwriters in accordance with the conditions
contained in the Underwriting Agreement referred to under "Plan of Distribution"
and subject to the approval of certain legal matters on behalf of Intertape by
Stikeman, Elliott and on behalf of the Underwriters by McCarthy Tetrault.
Subscriptions for the Common Shares will be received subject to rejection or
allotment in whole or in part and the right is reserved to close the
subscription books at any time without notice. It is expected that definitive
certificates evidencing the Common Shares will be available for delivery at the
closing of this Offering, which is expected to be on or about March 16, 1999, or
on such other date as may be agreed upon, but not later than April 30, 1999.
TD Securities Inc., one of the Underwriters, is a wholly-owned subsidiary of a
Canadian chartered bank which is a lender to Intertape. See "Plan of
Distribution".
TABLE OF CONTENTS
PAGE
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DOCUMENTS INCORPORATED BY REFERENCE..... 2
THE CORPORATION......................... 3
RECENT DEVELOPMENTS..................... 3
USE OF PROCEEDS......................... 4
CAPITALISATION.......................... 4
DESCRIPTION OF SHARE CAPITAL............ 5
DETAILS OF THE OFFERING................. 5
PLAN OF DISTRIBUTION.................... 5
PAGE
--------
LEGAL MATTERS........................... 6
ELIGIBILITY FOR INVESTMENT.............. 6
AUDITORS, TRANSFER AGENT AND
REGISTRAR............................. 6
PURCHASERS' STATUTORY RIGHTS............ 7
CERTIFICATE OF THE CORPORATION.......... C-1
CERTIFICATE OF THE UNDERWRITERS......... C-2
DOCUMENTS INCORPORATED BY REFERENCE
THE FOLLOWING DOCUMENTS, FILED WITH THE VARIOUS SECURITIES COMMISSIONS OR
SIMILAR REGULATORY AUTHORITIES IN EACH OF THE PROVINCES OF CANADA, ARE
SPECIFICALLY INCORPORATED BY REFERENCE IN AND FORM AN INTEGRAL PART OF THIS
SHORT FORM PROSPECTUS:
(a) THE ANNUAL REPORT OF INTERTAPE ON FORM 20-F FOR THE YEAR ENDED
DECEMBER 31, 1997, FILED IN LIEU OF AN ANNUAL INFORMATION FORM;
(b) THE AUDITED CONSOLIDATED BALANCE SHEETS OF INTERTAPE AS AT DECEMBER 31,
1997 AND 1996 AND THE AUDITED CONSOLIDATED STATEMENTS OF EARNINGS,
RETAINED EARNINGS AND CHANGES IN CASH RESOURCES FOR THE YEARS ENDED
DECEMBER 31, 1997, 1996 AND 1995 TOGETHER WITH THE AUDITORS' REPORT
THEREON INCLUDED IN THE ANNUAL REPORT OF INTERTAPE FOR THE YEAR ENDED
DECEMBER 31, 1997;
(c) THE MANAGEMENT'S DISCUSSION AND ANALYSIS INCLUDED IN THE ANNUAL REPORT
OF INTERTAPE FOR THE YEAR ENDED DECEMBER 31, 1997;
(d) THE MANAGEMENT PROXY CIRCULAR OF INTERTAPE DISTRIBUTED IN CONNECTION
WITH THE ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF INTERTAPE HELD
ON MAY 21, 1998;
(e) THE COMPARATIVE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF INTERTAPE
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 1998 AND 1997;
(f) THE COMPARATIVE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF INTERTAPE
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 1998 AND 1997; AND
(g) THE COMPARATIVE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF INTERTAPE
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 1998 AND 1997.
ANY DOCUMENTS OF THE TYPE REFERRED TO ABOVE AND ANY MATERIAL CHANGE REPORTS
(EXCLUDING CONFIDENTIAL MATERIAL CHANGE REPORTS) FILED BY INTERTAPE WITH A
SECURITIES COMMISSION OR ANY SIMILAR AUTHORITY IN CANADA, AFTER THE DATE OF THIS
SHORT FORM PROSPECTUS AND PRIOR TO THE TERMINATION OF THE OFFERING, SHALL BE
DEEMED TO BE INCORPORATED BY REFERENCE INTO THIS SHORT FORM PROSPECTUS.
ANY STATEMENT CONTAINED IN A DOCUMENT INCORPORATED OR DEEMED TO BE
INCORPORATED BY REFERENCE HEREIN SHALL BE DEEMED TO BE MODIFIED OR SUPERSEDED,
FOR THE PURPOSES OF THIS SHORT FORM PROSPECTUS, TO THE EXTENT THAT A STATEMENT
CONTAINED HEREIN OR IN ANY OTHER SUBSEQUENTLY FILED DOCUMENT THAT ALSO IS OR IS
DEEMED TO BE INCORPORATED BY REFERENCE HEREIN MODIFIES OR REPLACES THAT
STATEMENT. THE MODIFYING OR SUPERSEDING STATEMENT NEED NOT STATE THAT IT HAS
MODIFIED OR SUPERSEDED A PRIOR STATEMENT OR INCLUDE ANY OTHER INFORMATION SET
FORTH IN THE DOCUMENT THAT IT MODIFIES OR SUPERSEDES. THE MAKING OF A MODIFYING
OR SUPERSEDING STATEMENT SHALL NOT BE DEEMED AN ADMISSION FOR ANY PURPOSES THAT
THE MODIFIED OR SUPERSEDED STATEMENT, WHEN MADE, CONSTITUTED A
MISREPRESENTATION, AN UNTRUE STATEMENT OF A MATERIAL FACT OR AN OMISSION TO
STATE A MATERIAL FACT THAT IS REQUIRED TO BE STATED OR THAT IS NECESSARY TO MAKE
A STATEMENT NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES IN WHICH IT WAS MADE.
ANY STATEMENT SO MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED IN ITS UNMODIFIED OR
SUPERSEDED FORM TO CONSTITUTE PART OF THIS SHORT FORM PROSPECTUS.
2
THE CORPORATION
Intertape develops, manufactures and sells a variety of specialised
polyolefin plastic packaging products for industrial use. These products include
pressure-sensitive and water-activated carton sealing tapes, masking and
reinforced filament pressure-sensitive tapes, duct tapes, acrylic coating,
shrink wrap, stretched wrap and woven products. Most of Intertape's products are
derived from resins that are converted into films and adhesives. Resins are also
combined with paper and converted into a variety of packaging products. Vertical
integration, whereby Intertape performs each step in the conversion of
polyolefin resins and paper into its various products, and continuous capital
expenditures to increase manufacturing efficiencies allow Intertape to be a
low-cost producer of each product it manufactures. This vertical integration
combined with the use of high-speed production equipment provides competitive
advantages to Intertape and flexibility and control of the manufacturing process
and in speed of delivery.
Intertape's overall objective is to gain market share in large niche markets
that it believes are growing at rates faster than the economy as a whole.
Intertape's strategies for achieving this objective are as follows:
(i) solidify its position as a low-cost manufacturer; (ii) increase its
manufacturing capacity; (iii) develop new products; (iv) develop central
distribution centres; (v) evaluate future complementary acquisitions; and
(vi) expand its sales into new geographic markets.
Intertape's registered office is located at 1155 Rene-Levesque Boulevard
West, Suite 4000, Montreal, Quebec, H3B 3V2 and its principal executive offices
are located at 110E Montee de Liesse, St-Laurent, Quebec, Canada, H4T 1N4.
RECENT DEVELOPMENTS
In March 1998, Intertape announced its plans to restructure its Flexible
Intermediate Bulk Container ("FIBC") operations. Over the past several years,
the increasing levels of imported products into North America have resulted in a
continuing downward trend in the selling prices of FIBC products. This
penetration into the North American marketplace, coupled with higher domestic
manufacturing costs and worldwide currency devaluation have led to Intertape's
decision to restructure its FIBC operations. Intertape remains strongly
committed to the FIBC business and its customers and believes that the
reorganisation of its FIBC operations will allow it to improve its
competitiveness by restructuring its domestic cost base and gradually transfer
the majority of its FIBC manufacturing facilities outside Canada and the United
States.
In May 1998, Intertape entered into a US$50 million unsecured revolving line
of credit with an American banking corporation to refinance an existing facility
of US$33 million. As of February 23, 1999, approximately US$40.8 million was
outstanding under this facility. In June 1998, Intertape completed a private
placement of US$137 million of senior guaranteed notes maturing in 2008 and
bearing interest at the rate of 6.82% per annum. The proceeds from this private
placement were used to repay debt incurred in December 1997 in connection with
the acquisition of American Tape Co. and to repay short-term credit facilities.
In September 1998, Intertape completed the previously-announced acquisition
from Anchor Continental Holdings Inc., a wholly-owned subsidiary of Coating
Technologies International, Inc., of Anchor Continental, Inc., which
manufactures pressure-sensitive tapes including both masking and duct tapes. The
purchase price for this acquisition was approximately US$102.1 million in cash
and was entirely paid at closing. The purchase price was substantially financed
by Canadian and American banks which advanced US$100 million to Intertape. The
acquisition of Anchor Continental, Inc. is expected to enable Intertape to
expand its existing product lines, to increase its product supply to its
industrial customer base and to broaden the distribution channels for its
products.
In October 1998, Intertape completed the previously-announced acquisition of
substantially all of the assets of the Rexford Paper Company, a division of
Inland Paperboard and Packaging, Inc. The purchase price for this acquisition
was approximately US$9.2 million in cash and was entirely paid at closing. This
acquisition will provide Intertape with complementary product lines of sensitive
tapes and water-activated tape and is expected to expand Intertape's
distribution channels.
3
USE OF PROCEEDS
Of the estimated net proceeds of $115,670,000 to be received by Intertape
from this Offering, approximately $51.7 million (approximately US$34.5 million)
will be used to reimburse the three series of outstanding senior unsecured US
dollar notes due June 1, 2001 and issued in 1996, approximately $61.2 million
(approximately US$40.8 million) will be used to reimburse the outstanding
balance of a senior unsecured US dollar bank loan under the US$50 million
unsecured revolving line of credit and the balance for general corporate
purposes.
CAPITALISATION
The following table sets forth the consolidated capitalisation of Intertape
as of the dates indicated, before and after giving effect to the sale of the
Common Shares under this Offering, assuming the application of the estimated net
proceeds therefrom as set forth under "Use of Proceeds". This table should be
read in conjunction with the consolidated financial statements and related notes
thereto incorporated by reference herein.
SEPTEMBER 30, 1998
AFTER GIVING EFFECT
AUTHORISED DECEMBER 31, 1997(1) SEPTEMBER 30, 1998(1) TO THIS OFFERING(1)
----------- --------------------- ---------------------- --------------------
(unaudited) (unaudited)
(in thousand of dollars, except number of shares)
Short-term debt
Bank indebtedness............ $ 25,083 $218,344 $153,233
Current portion of long-term
debt....................... 4,310 3,968 3,968
-------- -------- --------
Total short-term debt.......... 29,393 222,312 157,201
Long-term debt
US dollar bank loan under
revolving credit
facilities................. 92,488 -- --
US dollar bank term loan..... 71,475 -- --
US$10,000 Series 1 Notes..... US$10,000 14,295 15,321 --
US$15,000 Series 2 Notes..... US$15,000 21,443 22,981 --
US$8,000 Series 3 Notes...... US$8,000 11,436 12,257 --
US$137,000 6.82% Notes....... US$137,000 -- 209,898 209,898
Interest free government
loan....................... 475 400 400
Other bank term loans........ 3,614 5,865 5,865
Obligations under capital
leases..................... 14,841 8,115 8,115
-------- -------- --------
Total long-term debt (excluding
current portion)............. 230,067 274,837 224,278
Shareholders' equity
Class A Preferred Shares..... unlimited -- -- --
Common Shares................ unlimited 157,430 158,816 276,416(2)
(25,019,921 shares) (25,106,400 shares) (28,106,400 shares)
Retained earnings. 89,632 118,239 (3) 116,814
Accumulated foreign currency
translation adjustments.... 3,040 3,453 3,453(4)
-------- -------- --------
Total shareholders' equity... 250,152 280,508 396,683
-------- -------- --------
Total consolidated
capitalisation............... $509,562 $777,657 $778,162
======== ======== ========
- ------------
(1) The December 31, 1997 exchange rate used to convert US dollar denominated
loans and notes is US$1.00 = Cdn, $1.4295. The September 30, 1998 exchange
rate used to convert US loans is US$1.00 = Cdn. $1.5321.
(2) The amount after giving effect to this Offering is net of the after-tax cost
of underwriting commissions and expenses of issue aggregating approximately
$3,150,000.
4
(3) As at September 30, 1998 after giving effect to the after-tax cost of a
make-whole obligation incurred in connection with the reimbursement of the
three series of outstanding senior unsecured US dollar notes due June 1,
2001.
(4) As at September 30, 1998.
DESCRIPTION OF SHARE CAPITAL
The authorised share capital of Intertape is comprised of an unlimited
number of common shares without nominal or par value and an unlimited number of
Class "A" preferred shares without nominal or par value, issuable in series.
As of the close of business on February 25, 1999, 25,231,833 common shares
and no preferred shares were issued and outstanding.
DETAILS OF THE OFFERING
This Offering consists of 3,000,000 Common Shares at a price of $40.25 per
share.
Each common share entitles the holder thereof to dividends if, as and when
declared by the directors, to one vote at all meetings of holders of common
shares and to participate, PRO RATA, with the holders of common shares, in any
distribution of the assets of Intertape upon liquidation, dissolution or
winding-up, subject to the prior rights of holders of shares ranking in priority
to common shares.
PLAN OF DISTRIBUTION
Pursuant to an agreement (the "Underwriting Agreement") dated February 26,
1999 among CIBC Wood Gundy Securities Inc., RBC Dominion Securities Inc.,
ScotiaMcLeod Inc., TD Securities Inc. and Trilon Securities Corporation
(collectively, the "Underwriters") and Intertape, Intertape has agreed to sell
and the Underwriters have agreed to purchase on March 16, 1999 or on such other
date as may be agreed upon, but in any event not later than April 30, 1999 (the
"Closing Date"), subject to the terms and conditions contained therein, and the
approval of certain legal matters, all but not less than all of the 3,000,000
Common Shares subject to this Offering for a total consideration of $120,750,000
payable to Intertape against delivery of such Common Shares. In consideration of
their services under the Underwriting Agreement, Intertape has agreed to pay to
the Underwriters a fee in the aggregate amount of $4,830,000 ($1.61 per Common
Share).
Pursuant to the Underwriting Agreement, the obligations of the Underwriters
are several and not joint and may be terminated upon the occurrence of certain
stated events. The Underwriters are, however, obligated to take up and pay for
all the Common Shares if any of the Common Shares are purchased under the
Underwriting Agreement.
TD Securities Inc. is controlled by a Canadian chartered bank which is a
lender to Intertape.
Intertape has agreed in favour of the Underwriters that it will not issue,
sell or offer, agree or become bound to issue or announce the issuance or sale,
offering or agreement to issue or sell any securities of Intertape or any
securities convertible into, exercisable for, or carrying the right to purchase
securities of Intertape, other than for purposes of (i) issuing or exercising
options under Intertape's Executive Stock Option Plan, (ii) issuing or
exercising rights under Intertape's Shareholder Protection Rights Plan or
(iii) the payment in full or in part of the purchase price of any business or
assets related to Intertape's activities, for a period of 90 days from the date
of the Closing Date, without the prior written consent of CIBC Wood Gundy
Securities Inc. on behalf of the Underwriters.
Pursuant to policy statements of the COMMISSION DES VALEURS MOBILIERES DU
QUEBEC and the Ontario Securities Commission, the Underwriters may not,
throughout the period of distribution, bid for or purchase common shares. The
foregoing restriction is subject to exceptions, on the condition that the bid or
purchase not be engaged in for the purpose of creating actual or apparent active
trading in, or raising the price of, the common shares. Such exceptions include
a bid or purchase permitted under the by-laws and rules of the TSE relating to
market stabilisation and passive market-making activities and a bid or purchase
made for and on behalf of a customer where the order was not solicited during
the period of distribution. Subject to the foregoing, pursuant to this Offering,
the Underwriters may over-allot common shares or effect transactions
5
intended to stabilise or maintain the market price of the common shares at a
higher level than that which might otherwise prevail on the open market. Such
transactions may be commenced or discontinued at any time during this Offering.
The Common Shares have not been and will not be registered under the United
States SECURITIES ACT OF 1933, as amended (the "U.S. Securities Act"), and,
accordingly, may not be offered or sold within the United States, except in
certain transactions exempt from the registration requirements of the U.S.
Securities Act. Each Underwriter has agreed that, except in accordance with the
terms of such exemptions, it will not offer, sell or deliver Common Shares
within the U.S. or any territories or possessions thereof.
In addition, until 40 days after the commencement of this Offering, an offer
or sale of the Common Shares within the United States by any dealer (whether or
not participating in this Offering) may violate the registration requirements of
the U.S. Securities Act.
LEGAL MATTERS
Certain legal matters in respect of the Common Shares will be passed upon by
Stikeman, Elliott on behalf of Intertape and by McCarthy Tetrault on behalf of
the Underwriters. On February 25, 1999, the partners and associates of Stikeman,
Elliott and McCarthy Tetrault beneficially owned, directly or indirectly, as a
group less than 1% of the common shares.
ELIGIBILITY FOR INVESTMENT
In the opinion of Stikeman, Elliott, counsel to Intertape, and McCarthy
Tetrault, counsel to the Underwriters, based on legislation in effect at the
date hereof and subject to compliance with the prudent investment standards and
general investment provisions and restrictions of the following statutes (and,
where applicable, the regulations thereunder) and, in certain cases, subject to
the satisfaction of additional requirements relating to investment policies and
goals, without resorting to the so-called "basket" provisions, an investment in
the Common Shares will not, at the date of issue, be precluded under the
following statutes:
INSURANCE COMPANIES ACT (Canada);
PENSION BENEFITS STANDARDS ACT, 1985 (Canada);
TRUST AND LOAN COMPANIES ACT (Canada);
AN ACT RESPECTING INSURANCE (Quebec), for an insurer, as defined
therein, incorporated under the laws of the Province of Quebec, other
than a guarantee fund corporation;
AN ACT RESPECTING TRUST COMPANIES AND SAVINGS COMPANIES (Quebec), for a
trust company, as defined therein, which invests its own funds and
funds received as deposits and a savings company (as defined therein)
investing its funds;
SUPPLEMENTAL PENSION PLANS ACT (Quebec) for an insured plan as defined
therein;
LOAN AND TRUST CORPORATIONS ACT (Ontario);
PENSION BENEFITS ACT (Ontario);
INSURANCE ACT (Alberta);
EMPLOYMENT PENSION PLANS ACT (Alberta);
LOAN AND TRUST CORPORATIONS ACT (Alberta);
THE INSURANCE ACT (Manitoba);
FINANCIAL INSTITUTIONS ACT (British Columbia); and
PENSION BENEFITS STANDARDS ACT (British Columbia).
In addition, in the opinion of such counsel, the Common Shares will on the
Closing Date, be qualified investments under the INCOME TAX ACT (Canada) for
trusts governed by a registered retirement savings plan, registered retirement
income fund or a deferred profit sharing plan.
AUDITORS, TRANSFER AGENT AND REGISTRAR
The auditors of Intertape are Raymond Chabot Grant Thornton, a general
partnership, Chartered Accountants, Montreal, Quebec.
The registrar and transfer agent for the Common Shares are CIBC Mellon Trust
Company at its principal offices in Montreal, Toronto, Winnipeg, Calgary and
Vancouver and ChaseMellon Shareholder Services, L.L.C. at its principal offices
in New York.
6
PURCHASERS' STATUTORY RIGHTS
Securities legislation in several provinces of Canada provides purchasers
with the right to withdraw from an agreement to purchase the securities within
two business days after receipt of a prospectus and any amendment, as well as
remedies for rescission or, in certain provinces, damages where a prospectus and
any amendment contains a misrepresentation or is not delivered to the purchaser,
provided that such remedies for rescission or damages are exercised by the
purchaser within the time limit prescribed by the securities legislation of his
province. The purchaser should refer to any applicable provisions of the
securities legislation of his province for the particulars of these rights or
consult with a legal adviser.
7
CERTIFICATE OF THE CORPORATION
Dated: March 8, 1999
The foregoing, together with the documents incorporated herein by reference,
constitutes full, true and plain disclosure of all material facts relating to
the securities offered by this prospectus as required by the securities laws of
each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba,
Ontario, Nova Scotia, New Brunswick, Prince Edward Island and Newfoundland. For
the purposes of the SECURITIES ACT (Quebec), this simplified prospectus, as
supplemented by the permanent information record, contains no misrepresentation
that is likely to affect the value or market price of the securities to be
distributed hereunder.
(Signed) MELBOURNE F. YULL (Signed) ANDREW M. ARCHIBALD, C.A.
Chairman and Chief Executive Officer Vice-President and Chief Financial Officer
On behalf of the Board of Directors
(Signed) ERIC E. BAKER (Signed) L. ROBBIE SHAW
Director Director
C-8
CERTIFICATE OF THE UNDERWRITERS
Dated: March 8, 1999
To the best of our knowledge, information and belief, the foregoing,
together with the documents incorporated herein by reference, constitutes full,
true and plain disclosure of all material facts relating to the securities
offered by this prospectus as required by the securities laws of each of the
provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova
Scotia, New Brunswick, Prince Edward Island and Newfoundland. For the purposes
of the SECURITIES ACT (Quebec), to our knowledge, this simplified prospectus, as
supplemented by the permanent information record, contains no misrepresentation
that is likely to affect the value or market price of the securities to be
distributed hereunder.
CIBC WOOD GUNDY SECURITIES INC.
By: (Signed) FRANCOIS GERVAIS
RBC DOMINION SECURITIES INC. SCOTIAMCLEOD INC. TD SECURITIES INC.
By: (Signed) MICHEL BOUCHARD By: (Signed) CLAUDE MICHAUD By: (Signed) GARY LITTLEJOHN
TRILON SECURITIES CORPORATION
By: (Signed) TREVOR D. KERR
The following includes the name of every person or company having an
interest, either directly or indirectly, to the extent of not less than five
percent, in the capital of:
CIBC WOOD GUNDY SECURITIES INC.: a wholly-owned subsidiary of a Canadian
chartered bank;
RBC DOMINION SECURITIES INC.: RBC Dominion Securities Limited, a majority-owned
subsidiary of a Canadian chartered bank;
SCOTIAMCLEOD INC.: an indirect wholly-owned subsidiary of a Canadian chartered
bank;
TD SECURITIES INC.: a wholly-owned subsidiary of a Canadian chartered bank; and
TRILON SECURITIES CORPORATION: a wholly-owned subsidiary of Trilon Financial
Corporation.
C-9