EXHIBIT 4.9
NUMBER - NUMERO SHARES -ACTIONS
E
SMITHFIELD CANADA LIMITED CUSIP 831917 109
INCORPORATED UNDER THE LAW OF THE PROVINCE OF ONTARIO
CONSTITUEE EN VERTU DE LA LOI DE LA PROVINCE DE L'ONTARIO
This certifies that
Ceci atteste que
SPECIMEN
is the registered holder of
est le detenteur inscrit de
FULLY PAID AND NON-ASSESSABLE EXCHANGEABLE SHARES OF SMITHFIELD CANADA LIMITED
There are rights, privileges, restrictions or conditions attached to the said
shares and a copy of the full text thereof and of the rights, privileges,
restrictions or conditions attached to each other class and series of shares
authorized to be issued by the Corporation, including the authority of the board
to fix the rights, privileges, restrictions or conditions of subsequent series,
are obtainable on demand and without charge from the Corporation. This
certificate is not valid until countersigned by a Transfer Agent and Registrar
of the Corporation.
In Witness Whereof the Corporation has caused this certificate to be
signed by its duly authorized officers.
Dated .
Date le:
ACTIONS
ECHANGEABLES
ENTIEREMENT
LIBEREES DE
SMITHFIELD CANADA
LIMITED
Il y a des droits, privileges, restrictions ou conditions attaches aux dites
actions. On peut obtenir, sans frais et sur demande adresse a la Societe, une
copie du texte integral de ceux-ci et des droits, privileges, restrictions ou
conditions attaches a toutes les autres categories et series d'actions que la
Societe est autorisee a emettre, y compris le droit du conseil d'administration
de fixer les droits, privileges, restrictions ou conditions de series
ulterieures. Le present certificat n'est valide que s'il est contresigne par un
agent de transfert et d'enregistrement des actions de la Societe.
En Foi De Quoi, la Societe a fait signer le present certificat par ses
officiers dument autorises.
COUNTERSIGNED AND
REGISTERED -
CONTRESIGNE ET
ENREGISTRE
CIBC MELLON TRUST
COMPANY
COMPAGNIE CIBC
MELLON TRUST
TRANSFER AGENT AND
REGISTRAR - AGENT DE
TRANSFERT ET
D'ENREGISTREMENT
BY
PAR
AUTHORIZED
SIGNATURE - SIGNATURE
AUTORISE
THE SHARES
REPRESENTED BY THIS
CERTIFICATE ARE
INTERCHANGEABLY
TRANSFERABLE AT THE
PRINCIPAL OFFICES OF
CIBC MELLON TRUST
COMPANY IN TORONTO,
CANADA.
LES ACTIONS
REPRESENTEES PAR LE
PRESENT CERTIFICAT
SONT
INTERCHANGEABLES ET
TRANSFERABLES DANS
LES BUREAUX
PRINCIPAUX DE LA
COMPAGNIE CIBC
MELLON TRUST SITUES A
TORONTO, AU CANADA
PRESIDENT AND CHIEF
CORPORATE SECRETARY
EXECUTIVE OFFICER
SECRETAIRE
GENERAL
PRESIDENT ET CHEF
DE L'ADMINISTRATION
- 1 -
Under the rights, privileges, restrictions or conditions attached to
the shares represented by this certificate pursuant to the articles of the
Corporation (the "Share Provisions"), the shares are subject to certain
overriding purchase rights of Smithfield Foods, Inc. ("Smithfield Foods") and
its subsidiary, Smithfield Sub Limited ("Smithfield Sub") upon the proposed
liquidation, dissolution or winding up of the Corporation and upon the proposed
retraction by the holder or redemption by the Corporation of the shares
represented hereby. Unless otherwise provided herein, all capitalized words used
in this certificate which are defined in the Share Provisions have the meanings
ascribed to such words in the Share Provisions.
The holder hereof also has certain rights and is entitled to certain
benefits pursuant to the Voting, Support and Exchange Trust Agreement dated as
of o , 1998 (the "Trust Agreement") between Smithfield Foods, the Corporation
and CIBC Mellon Trust Company (the "Trustee"), including the right to instruct
the Trustee with respect to the exercise of (i) voting rights in respect of a
share of special voting stock of Smithfield Foods and (ii) the right to exchange
the shares represented hereby for shares of Smithfield Common Stock, pursuant to
the terms and conditions of the Trust Agreement.
The terms of the Share Provisions and Trust Agreement are incorporated
herein by reference and a copy thereof will be mailed to any holder without
charge after receipt by the Corporation of a written request therefor.
SHARE TRANSFER POWER
Please insert social insurance number of
transferee, if applicable _____________
For value received, the undersigned hereby sells, assigns and transfers unto
_______________________________________________________________________________
(Please print or typewrite name and address of transferee)
shares represented by this certificate
- --------------- ---------------------------------- ------------------------
(Date) (Signature of Shareholder) (Guarantee of Signature)
NOTICE OF RETRACTION
To Smithfield Canada Limited, Smithfield Foods, Inc. and Smithfield Sub Limited,
c/o CIBC Mellon Trust Company
This notice is given pursuant to Article 6 of the provisions (the
"Share Provisions") attaching to the share(s) represented by this certificate
and all capitalized words and expressions used in this notice that are defined
in the Share Provisions have the meanings ascribed to such words and expressions
in such Share Provisions.
The undersigned hereby notifies the Corporation that, subject to the
Retraction Call Right referred to below, the undersigned desires to have the
Corporation redeem on the Retraction Date (being the fifth Business Day after
the date upon which this notice is received by the Corporation) in accordance
with Article 6 of the Share Provisions:
|_| all share(s) represented by this certificate; or
|_| _________________ shares(s) only.
- 2 -
The undersigned acknowledges the Retraction Call Right of Smithfield
and Smithfield Sub to purchase all but not less than all the Retracted Shares
from the undersigned and that this notice shall be deemed to be a revocable
offer by the undersigned to sell the Retracted Shares to Smithfield or
Smithfield Sub, as the case may be, in accordance with the Retraction Call Right
on the Retraction Date for the Retraction Call Purchase Price and on the other
terms and conditions set out in Section 6.2 of the Share Provisions. If neither
Smithfield nor Smithfield Sub determines to exercise its Retraction Call Right,
the Corporation will notify the undersigned of such fact as soon as possible.
This notice of retraction, and offer to sell the Retracted Shares to Smithfield
or Smithfield Sub, may be revoked and withdrawn by the undersigned by notice in
writing given to the Corporation at any time before the close of business on the
Business Day immediately preceding the Retraction Date.
The undersigned acknowledges that if, as a result of solvency
requirements or other provisions of applicable law, the Corporation is unable to
redeem all Retracted Shares because of an Insolvency Event (as defined in the
Trust Agreement) shall, to the extent it shall not theretofore have occurred, be
deemed thereupon to have occurred, and the undersigned will be deemed to have
exercised the Exchange Right (as defined in the Trust Agreement) so as to
require Smithfield or, at the option of Smithfield, Smithfield Sub to purchase
the unredeemed Retracted Shares.
The undersigned hereby represents and warrants to the Corporation,
Smithfield and Smithfield Sub that the undersigned has good title to, and owns,
the share(s) represented by this certificate to be acquired by the Corporation,
Smithfield or Smithfield Sub, as the case may be, free and clear of all liens,
claims, encumbrances, security interests and adverse claims.
__________ _________________________ ______________________
(Date) (Signature of Shareholder) (Guarantee of Signature)
Please check box if the securities and any cheque(s) resulting from the
retraction or purchase of the Retracted Shares are to be held for pick-up by the
shareholder at the principal transfer office of the Transfer Agent in Toronto,
failing which the securities and any cheque will be mailed to the last address
of the shareholder as it appears on the register.
NOTE:This panel must be completed and this certificate, together with such
additional documents as the Transfer Agent and the Corporation may require,
must be deposited with the Transfer Agent at its principal transfer office
in Toronto. The securities and any cheque resulting from the retraction or
purchase of the Retracted Shares will be issued and registered in, and made
payable to, respectively, the name of the shareholder as it appears on the
register of the Corporation and the securities and cheque resulting from
such retraction or purchase will be delivered to such shareholder as
indicated above, unless the form appearing immediately below is duly
completed, all exigible transfer taxes are paid and the signature of the
registered holder is guaranteed by a Canadian chartered bank or trust
company, member of a recognized stock exchange in Canada or a member of the
Securities Transfer Association Medallion (STAMP) Program.
Date ____________________________________
- 3 -
Name of Person in Whose Name Securities and
Cheque Are To Be Registered, Issued or
Delivered (please print)
___________________________________ ______________________________
Street Address or P.O. Box Signature of Registered Holder
___________________________ _______________________
City - Province Signature Guaranteed by
NOTE: If the notice of retraction is for less than all of the
share(s) represented by this certificate, a certificate
representing the remaining shares of the Corporation will be
issued and registered in the name of the shareholder as it
appears on the register of the Corporation, unless the Share
Transfer Power on the share certificate is duly completed in
respect of such shares.
U.S. Residents/Citizens must provide their Taxpayee
Indentification Number here ________________________
NOTICE OF EXERCISE OF OPTIONAL EXCHANGE RIGHT
UPON SMITHFIELD CANADA INSOLVENCY EVENT
To the Corporation, the Trustee and Smithfield Foods
In accordance with, and subject to, the Trust Agreement, the
undersigned hereby instructs the Trustee to exercise the Exchange Right (as
defined in the Trust Agreement) upon the occurrence and during continuance of an
Insolvency Event (as defined in the Trust Agreement) as to require Smithfield
Foods to purchase or cause Smithfield Sub to purchase from the undersigned:
|_| all shares represented by this certificate; or
|_| _____________________ shares only.
The undersigned hereby represents and warrants to the Corporation and
Smithfield Foods that the undersigned has full power and authority to give this
notice and that Smithfield Foods will acquire good title to the shares
represented by this certificate to be acquired, free and clear of all liens,
claims and encumbrances.
______________________
(Date) (Signature of Shareholder) (Guarantee of Signature)
|_| Please check box if the securities and any cheque resulting
from the exercise of the Exchange Right are to be held for
pick-up by the shareholder at the principal transfer office of
the Transfer Agent in Toronto, failing which the securities
and any cheque will be mailed to the last address of the
shareholder as it appears on the register.
NOTE:This panel must be completed and this certificate, together with such
additional documents as the Transfer Agent and the Corporation may require,
must be deposited with the Transfer Agent at its principal transfer office
in Toronto. The securities and any cheque resulting from the exercise of
the Exchange Right will be issued and registered in, and made payable to,
respectively, the name of the shareholder as it appears on the register of
the Corporation and the securities and cheque resulting from such exchange
will be delivered to such shareholder as indicated above, unless the form
- 4 -
appearing immediately below is duly completed and all exigible transfer
taxes are paid.
Name of Person in Whose Name Securities and Cheque Are To Be Registered, Issued
or Delivered (please print)
- -------------------------------------------------------------------------------
Street Address or P.O. Box
- -------------------------------------------------------------------------------
City - Province
- -------------------------------------------------------------------------------
Date: _________________________________
Signature of Shareholder ______________
Signature Guaranteed by _______________
NOTE: If the election to exchange is for less than all of the shares
represented by this certificate, a certificate representing
the remaining shares will be issued and registered in the name
of the shareholder as it appears on the register of the
Corporation, unless the Share Transfer Power hereon is duly
completed in respect of such shares.
NOTICE OF RETRACTION
To Smithfield Canada Limited, Smithfield Foods, Inc. and Smithfield Sub
Limited c/o CIBC Mellon Trust Company
This notice is given pursuant to Article 6 of the provisions (the "Share
Provisions") attaching to the share(s) represented by this certificate and all
capitalized words and expressions used in this notice that are defined in the
Share Provisions have the meanings ascribed to such words and expressions in
such Share Provisions.
The undersigned hereby notifies the Corporation that, subject to the
Retraction Call Right referred to below, the undersigned desires to have the
Corporation redeem on the Retraction Date (being the fifth Business Day after
the date upon which this notice is received by the Corporation) in accordance
with Article 6 of the Share Provisions:
[ ] all shares represented by this certificate; or
[ ] shares only.
The undersigned acknowledges the Retraction Call Right of Smithfield and
Smithfield Sub to purchase all but not less than all the Retracted Shares from
the undersigned and that this notice shall be deemed to be a revocable offer by
the undersigned to sell the Retracted Shares to Smithfield or Smithfield Sub, as
the case may be, in accordance with the Retraction Call Right on the Retraction
Date for the Retraction Call Purchase Price and on the other terms and
conditions set out in Section 6.2 of the Share Provisions. If neither Smithfield
nor Smithfield Sub determines to exercise its Retraction Call Right, the
Corporation will notify the undersigned of such fact as soon as possible. This
notice of retraction, and offer to sell the Retracted Shares to Smithfield or
Smithfield Sub, may be revoked and withdrawn by the undersigned by notice in
writing given to the Corporation at any time before the close of business on the
Business Day immediately preceding the Retraction Date.
The undersigned acknowledges that if, as a result of solvency
requirements or other provisions of applicable law, the Corporation is unable to
redeem all Retracted Shares because of an Insolvency Event (as defined in the
Trust Agreement) shall, to the extent it shall not theretofore have occurred, be
deemed thereupon to have occurred, and the undersigned will be deemed to have
exercised the Exchange Right (as defined in the Trust Agreement) so as to
require Smithfield or, at the option of Smithfield, Smithfield Sub to purchase
the unredeemed Retracted Shares.
The undersigned hereby represents and warrants to the Corporation,
Smithfield and Smithfield Sub that the undersigned has good title to, and owns,
the share(s) represented by this certificate to be acquired by the Corporation,
Smithfield or Smithfield Sub, as the case may be, free and clear of all liens,
claims, encumbrances, security interests and adverse claims.
- --------------------- ------------------------------ -------------------------
(Date) (Signature of Shareholder) (Guarantee of Signature)
[ ] Please check box if the securities and any cheque(s) resulting from the
retraction or purchase of the Retracted Shares are to be held for pick-up by
the shareholder at the principal transfer office of the Transfer Agent in
Toronto, failing which the securities and any cheque will be mailed to the
last address of the shareholder as it appears on the register.
NOTE: This panel must be completed and this certificate, together with such
additional documents as the Transfer Agent and the Corporation may
require, must be deposited with the Transfer Agent at its principal
transfer office in Toronto. The securities and any cheque resulting from
the retraction or purchase of the Retracted Shares will be issued and
registered in, and made payable to, respectively, the name of the
shareholder as it appears on the register of the Corporation and the
securities and cheque resulting from such retraction or purchase will be
delivered to such shareholder as indicated above, unless the form
appearing immediately below is duly completed, all exigible transfer taxes
are paid and the signature of the registered holder is guaranteed by a
Canadian chartered bank or trust company, member of a recognized stock
exchange in Canada or a member of the Securities Transfer Association
Medallion (STAMP) Program.
Name of Person in Whose Name Securities and Cheque Are To Be Registered,
Issued or Delivered (please print) Date
- ----------------------------------------------------------------------------
Street Address or P.O. Box Signature of Shareholder
- ----------------------------------------------------------------------------
City - Province Signature Guaranteed by
- ----------------------------------------------------------------------------
NOTE: If the notice of retraction is for less than all of the shares represented
by this certificate, a certificate representing the remaining shares of
the Corporation will be issued and registered in the name of the
shareholder as it appears on the register of the Corporation, unless the
Share Transfer Power on the share certificate is duly completed in respect
of such shares.
U.S. Residents/Citizens must provide their Taxpayer Identification Number here:
- -------------------------------------------------------------------------------
NOTICE OF EXERCISE OF OPTIONAL EXCHANGE RIGHT UPON SMITHFIELD CANADA INSOLVENCY
EVENT
To the Corporation, the Trustee and Smithfield Foods
In accordance with, and subject to, the Trust Agreement, the undersigned
hereby instructs the Trustee to exercise the Exchange Right (as defined in the
Trust Agreement) upon the occurrence and during continuance of an Insolvency
Event (as defined in the Trust Agreement) so as to require Smithfield Foods to
purchase or cause Smithfield Sub to purchase from the undersigned:
[ ] all shares represented by this certificate; or
[ ] shares only.
The undersigned hereby represents and warrants to the Corporation and
Smithfield Foods that the undersigned has full power and authority to give this
notice and that Smithfield Foods or Smithfield Sub, as the case may be, will
acquire good title to the shares represented by this certificate to be acquired,
free and clear of all liens, claims and encumbrances.
- --------------------------------------- --------------------------------- ----------------------------------
(Date) (Signature of Shareholder) (Guarantee of Signature)
[ ] Please check box if the securities and any cheque resulting from the
exercise of the Exchange Right are to be held for pick-up by the shareholder
at the principal transfer office of the Transfer Agent in Toronto, failing
which the securities and any cheque will be mailed to the last address of
the shareholder as it appears on the register.
NOTE: This panel must be completed and this certificate, together with such
additional documents as the Transfer Agent and the Corporation may
require, must be deposited with the Transfer Agent at its principal
transfer office in Toronto. The securities and any cheque resulting from
the exercise of the Exchange Right will be issued and registered in, and
made payable to, respectively, the name of the shareholder as it appears
on the register of the Corporation and the securities and any cheque
resulting from such exchange will be delivered to such shareholder as
indicated above, unless the form appearing immediately below is duly
completed and all exigible transfer taxes are paid.
Name of Person in Whose Name Securities and Cheque Are To Be Registered,
Issued or Delivered (please print) Date
- -------------------------------------------------------------------------------
Street Address or P.O. Box Signature of Shareholder
- -------------------------------------------------------------------------------
City - Province Signature Guaranteed by
NOTE: If the election to exchange is for less than all of the shares represented
by this certificate, a certificate representing the remaining shares will
be issued and registered in the name of the shareholder as it appears on
the register of the Corporation, unless the Share Transfer Power hereon is
duly completed in respect of such shares.
This certifies that
Ceci atteste que
is the registered holder of
est le detenteur inscrit de
FULLY PAID AND NON-ASSESSABLE EXCHANGEABLE SHARES OF
There are rights, privileges, restrictions or conditions attached to the
said shares and a copy of the full text thereof and of the rights, privileges,
restrictions or conditions attached to each other class and series of shares
authorized to be issued by the Corporation, including the authority of the board
to fix the rights, privileges, restrictions or conditions of subsequent series,
are obtainable on demand and without charge from the Corporation. This
certificate is not valid until countersigned by a Transfer Agent and Registrar
of the Corporation.
In Witness Whereof the Corporation has caused this certificate to be
signed by its duly authorized officers.
Dated - Date le:
Il y a des droits, privileges, restrictions ou conditions attaches aux
dites actions. On peut obtenir, sans frais et sur demande adresse a la Societe,
une copie du texte integral de ceux-ci et des droits, privileges, restrictions
ou conditions attaches a toutes les autres categories et series d actions que la
Societe est autorisee a emettre, y compris le droit du conseil d'administration
de fixer les droits, privileges, restrictions ou conditions de series
ulterieures. Le present certificat n'est valide que s'il est contresigne par un
agent de transfert et d'enregistrement des actions de la Societe.
En Foi De Quoi, la Societe a fait signer le present certificat par ses
officiers diment autorises.