EXHIBIT (a)(2)
The instructions accompanying this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed. The Dealer Manager,
the Information Agent, the Depositary (see the back page of this document for
addresses and telephone numbers) or your broker or other financial advisor can
assist you in completing this Letter of Transmittal.
2022841 ONTARIO INC.
LETTER OF TRANSMITTAL
TO TENDER
COMMON SHARES
OF
EMCO LIMITED
TO BE DEPOSITED PURSUANT TO THE OFFER DATED FEBRUARY 28, 2003
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 8:00 PM (EST),
ON MONDAY, APRIL 7, 2003, UNLESS THE
OFFER IS EXTENDED OR WITHDRAWN.
The Depositary for the Offer is:
Computershare Trust Company of Canada
<Table>
By Mail: By Hand, Overnight Courier, Certified or
Express Mail Delivery:
Computershare Trust Company of Canada Computershare Trust Company of Canada
P.O. Box 7021 100 University Avenue
31 Adelaide St. East 9th Floor
Toronto, Ontario M5C 3H2 Toronto, Ontario M5J 2Y1
Attention: Corporate Actions Attention: Corporate Actions
</Table>
E-mail: caregistryinfo@computershare.com
Call Toll Free: 1-800-564-6253
Facsimile Transmission for Eligible Institutions:
(416) 981-9663
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS
SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU
MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED THEREFOR
BELOW, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE SUBSTITUTE FORM
W-9 OR W-8BEN, AS APPLICABLE, SET FORTH BELOW.
PLEASE CAREFULLY READ THE INSTRUCTIONS SET OUT BELOW BEFORE COMPLETING THIS
LETTER OF TRANSMITTAL.
DESCRIPTION OF SHARES TENDERED
<Table>
- ---------------------------------------------------------------------------------------------------------------------------
Number of
Common Shares Tendered
(see item 6 of the
Number of Common Shares instructions
Name(s) in which Registered Certificate Number(s) (1) Represented by Certificate (1) for partial tenders) (2)
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Total
- ---------------------------------------------------------------------------------------------------------------------------
(1) Need not be completed by shareholders delivering Common Shares by book-entry transfer (book-entry shareholders).
(2) Unless otherwise indicated, all Common Shares represented by certificates delivered to the Depositary will be deemed
to have
been tendered.
IF CERTIFICATES HAVE BEEN LOST OR MUTILATED, SEE INSTRUCTION 10.
- ---------------------------------------------------------------------------------------------------------------------------
</Table>
(If this space is insufficient, please attach a list in the above form)
(see items 1 and 9 of the instructions)
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL CAREFULLY
TO: 2022841 ONTARIO INC.
-and-
TO: COMPUTERSHARE TRUST COMPANY OF CANADA (the "DEPOSITARY") at its offices
set out herein.
This Letter of Transmittal, properly completed and duly executed, or a
manually executed facsimile hereof, together with all other required documents,
must accompany certificates ("SHARE CERTIFICATES") representing common shares
(the "COMMON SHARES") of Emco Limited ("EMCO") deposited pursuant to the Offer,
dated February 28, 2003 (the "OFFER DOCUMENT"), made by 2022841 Ontario Inc.
(the "OFFEROR"), a wholly-owned subsidiary of Blackfriars Corp., to purchase all
of the outstanding Common Shares at a purchase price of CDN $16.60 per Common
Share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth herein and in the Offer to Purchase (as
defined below). The Offer Document and the take-over bid Circular dated February
28, 2003 (the "CIRCULAR"), accompanying the Offer Document, are referred to
herein as the "OFFER TO PURCHASE", and the Offer to Purchase, together with this
Letter of Transmittal, as each may be amended or supplemented, together
constitute the "OFFER". Capitalized terms used, but not defined, in this Letter
of Transmittal and which are defined in the Offer to Purchase shall have the
same meanings herein as given to them in the Offer to Purchase. The terms and
conditions of the Offer to Purchase are incorporated by reference in this Letter
of Transmittal.
The Offer will be open for acceptance until 8:00 p.m. (EST) on Monday,
April 7, 2003 unless the Offer Period (as defined in the Offer) is extended or
the Offer is withdrawn.
This Letter of Transmittal is to be used if Shares Certificates are to be
forwarded herewith or, unless an Agent's Message (as defined in the Offer to
Purchase) is utilized, if delivery of Common Shares is to be made by book-entry
transfer to an account maintained by the Depositary at the Book-Entry Transfer
Facility (pursuant to the procedures set forth in Section 3 of the Offer
Document).
Holders of Common Shares who wish to tender such Common Shares but whose
Share Certificates are not immediately available, who cannot complete the
procedure for book-entry transfer on a timely basis, or who cannot deliver all
other required documents to the Depositary prior to the Expiry Time (as defined
in the Offer Document), must tender their Common Shares according to the
guaranteed delivery procedure set forth in Section 3 of the Offer Document. See
Instruction 2 herein.
TENDER OF SHARES
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY
DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution:
-----------------------------------------------------------------------------
Account Number:
-----------------------------------------------------------------------------
Transaction Code Number:
-----------------------------------------------------------------------------
The undersigned:
(a) acknowledges receipt of the Offer Document and Circular;
(b) tenders the above-described Common Shares (the "DEPOSITED SHARES")
pursuant to the Offer, upon the terms and subject to the conditions
set forth in the Offer to Purchase and in this Letter of Transmittal,
subject only to the provisions of the Offer regarding withdrawal,
irrevocably accepts the Offer for and in respect of the Deposited
Shares and (unless tender is to be made pursuant to the procedure for
tender by book-entry transfer set forth in Section 3 of the Offer
Document) delivers to you the enclosed Share Certificate(s)
representing the Deposited Shares and, on and subject to the terms
and conditions of the Offer, deposits and sells, assigns and
transfers to the Offeror all right, title and interest in and to the
Deposited Shares, including any and all dividends, distributions,
payments, securities, rights, warrants or other interests accrued,
declared, issued, transferred, made or distributed on or in respect
of the Deposited Shares on or after February 20, 2003 (collectively,
the "OTHER PROPERTY"). If, notwithstanding such assignment, any
distributions or Other Property are received by or made payable to or
to the order of the undersigned, then:
(i) in the case of any such cash dividend, distribution or payment,
the amount of the dividends, distributions or payments shall be
received and held by the undersigned depositing Shareholder for
the account of the Offeror until the Offeror pays for such Common
Shares, and to the extent that such dividends, distributions or
payments do not exceed the purchase price per Common Share payable
in cash by the Offeror pursuant to the Offer, the purchase price
per Common Share payable by the Offeror pursuant to the Offer in
cash will be reduced by the amount of any such dividend,
distribution or payment; and
(ii) in the case of any such cash dividend, distribution or payment
that exceeds the purchase price per Common Share payable in cash
by the Offeror pursuant to the Offer, or in the case of any
non-cash dividend, distribution, payment, right or interest, the
whole of any such dividend, distribution, payment, right or other
interest, will be received and held by the undersigned depositing
Shareholder for the account of the Offeror and shall be required
to be promptly remitted and transferred by the depositing
Shareholder to the Depositary for the account of the Offeror,
accompanied by appropriate documentation of transfer. Pending
such remittance, the Offeror will be entitled to all rights and
privileges as the owner of any such dividend, distribution,
payment, right or other interest and may withhold the entire
purchase price payable by the Offeror pursuant to the Offer or
deduct from the consideration payable by the Offeror pursuant to
the Offer the amount or value thereof, as determined by the
Offeror in its sole discretion;
(c) acknowledges and agrees that the execution of this Letter of
Transmittal irrevocably appoints the Offeror, and any other person
designated by the Offeror in writing, as the true and lawful agent,
attorney and attorney-in-fact of the Shareholder delivering this
Letter of Transmittal with respect to the Deposited Shares and Other
Property;
(d) acknowledges and agrees that this power of attorney is granted
irrevocably upon execution of this Letter of Transmittal and shall in
all cases be effective on and after the time that the Offeror accepts
for payment, takes up and pays for the Deposited Shares (the
"EFFECTIVE TIME"), with full power of substitution, in the name of
and on behalf of such holder (such power of attorney being deemed to
be an irrevocable power coupled with an interest) (i) to transfer
ownership of the Common Shares on the account books maintained by the
Book-Entry Transfer Facility, together, in any such case, with all
accompanying evidence of transfer and authenticity, to, or upon the
order of, the Offeror, (ii) to register or record the transfer or
cancellation of Deposited Shares and Other Property on the
appropriate registers, (iii) to vote, execute and deliver any
instruments of proxy, authorizations or consents in form and on terms
satisfactory to the Offeror in respect of any Deposited Shares and
Other Property, revoke any such instrument, authorization or consent
given prior to or after the Effective Time, and/or designate in any
such instruments of proxy any person(s) as the proxy or the proxy
nominee(s) of the Shareholder in respect of such Deposited Shares and
Other Property for all purposes, (iv) to execute, endorse and
negotiate any cheques or other instruments respecting any
distribution payable to the Shareholder in respect of such Deposited
Shares and Other Property, and (v) to exercise any other rights of
the undersigned with respect to such Deposited Shares and Other
Property;
(e) agrees upon the execution of this Letter of Transmittal, effective
from and after the Effective Time (i) not to vote any of the
Deposited Shares or Other Property at any meeting of holders of those
securities, (ii) not to exercise any other rights or privileges
attached to the Deposited Shares or Other Property, and (iii) to
deliver to the Offeror any and all instruments of proxy,
authorizations or consents received in respect of the Deposited
Shares or Other Property;
(f) acknowledges that upon such appointment, all prior proxies given by
the holder of such Deposited Shares or Other Property with respect
thereto shall be revoked and no subsequent proxies may be given by
such holder with respect thereto;
(g) agrees to execute, upon request, any additional documents, transfers
and other assurances as may be necessary or desirable to complete the
sale, assignment and transfer of the Deposited Shares and Other
Property to the Offeror and acknowledges that all authority herein
conferred or agreed to be conferred shall, to the extent permitted by
law, survive the death or incapacity, bankruptcy or insolvency of the
holder of such Deposited Shares or Other Property and all obligations
of the holder herein or therein shall be binding upon the heirs,
personal representatives, successors and assigns of the holder, as
the case may be;
(h) agrees that all questions as to validity, form, eligibility
(including timely receipt) and acceptance of any Common Shares
deposited pursuant to the Offer and of any notice of withdrawal shall
be determined by the Offeror in its sole discretion and that such
determination shall be final and binding and acknowledges that there
is no duty or obligation upon the Offeror, the Depositary or any
other person to give notice of any defect or irregularity in any
deposit or notice of withdrawal and no liability will be incurred by
any of them for failure to give any such notice;
(i) represents and warrants that (i) the undersigned has full power and
authority to deposit, sell, assign and transfer the Deposited Shares
being deposited (and any Other Property), (ii) the undersigned or the
person on whose behalf the Deposited Shares (and Other Property) are
being deposited owns (including, without limitation, within the
meaning of Rule 14e-4 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act")) the Deposited Shares which
are being deposited (and any Other Property) free and clear of all
liens, restrictions, charges, encumbrances, claims, equities and
rights of others, (iii) the deposit of such Deposited Shares complies
with applicable securities laws (including with Rule 14e-4 under the
Exchange Act) and (iv) when such Deposited Shares are taken up and
paid for by the Offeror, the Offeror will acquire good, marketable
and unencumbered title thereto (and to any Other Property) free and
clear of all liens, restrictions, charges, encumbrances, claims,
equities, and rights of others. The acceptance of the Offer pursuant
to the procedures set forth above shall constitute an agreement
between the depositing Shareholder and the Offeror in accordance with
the terms and conditions of the Offer; and
(j) directs the Offeror and the Depositary, upon the Offeror accepting
for purchase and taking up the Deposited Shares, to (i) issue or
cause to be issued a cheque or cheques in the full amount to which
the undersigned is entitled in respect of the Deposited Shares
pursuant to the Offer, in the name indicated below, and to send such
cheque or cheques as the case may be to the address, or hold the same
for pickup, as indicated below and (ii) return any certificates for
Deposited Shares not purchased to the address indicated below (and if
no name, address or delivery instructions are indicated to the
undersigned at the address of the undersigned as it appears on the
applicable securities register of Emco).
By reason of the use of the undersigned of an English language form of
Letter of Transmittal, the undersigned, the Offeror, and the Depositary shall be
deemed to have required that any contract evidenced by the Offer as accepted
through this Letter of Transmittal, as well as all documents related thereto, be
drawn exclusively in the English language. En raison de l'usage d'une lettre
d'envoi en langue anglaise par le soussignee, le soussignee et les destinataires
sont presumees avoir requis que tout contrat attestee par l'offre et son
acceptation par cette lettre d'envoi, de meme que tous les documents qui s'y
rapportent, soient redigees exclusivement en langue anglaise.
Signature guaranteed by:
(if required under item 4 of the instructions):
------------------------------------------------------
Authorized Signature of Guarantor
------------------------------------------------------
Name of Guarantor
(please print or type)
------------------------------------------------------
Address of Guarantor
(please print or type)
------------------------------------------------------
Telephone Number of Guarantor
(please print or type)
DATED: , 2003.
------------------------------------------------------
Signature of Shareholder or Authorized Representative
(see items 3 and 5 of the instructions)
------------------------------------------------------
Telephone Number of Shareholder (please print or type)
------------------------------------------------------
Facsimile Number of Shareholder
(please print or type)
------------------------------------------------------
Social Insurance Number
(or Taxpayer Identification Number or
Social Security Number of U.S. residents)
(please print or type)
------------------------------------------------------
Name of Shareholder
(please print or type)
------------------------------------------------------
Name of Authorized Representative,
if applicable (please print or type)
<Table>
- -------------------------------------------------------- --------------------------------------------------------
BLOCK A BLOCK B
(see items 3 and 4 of the instructions) (see item 4 of the instructions)
ISSUE CHEQUE(S) IN THE NAME OF: SEND CHEQUE(S) (UNLESS BOX C IS CHECKED) TO:
(please print or type) (please print or type)
[ ] Same address as Block A or to:
- -------------------------------------------------------- --------------------------------------------------------
(Name) (Name)
- -------------------------------------------------------- --------------------------------------------------------
(Street Address and Number)
- -------------------------------------------------------- --------------------------------------------------------
(City and Province or State) (Street Address and Number)
- -------------------------------------------------------- --------------------------------------------------------
(Country and Postal or Zip Code)
- -------------------------------------------------------- --------------------------------------------------------
(Telephone -- Business Hours) (City and Province or State)
- -------------------------------------------------------- --------------------------------------------------------
(Social Insurance, Taxpayer Identification, (Country and Postal or Zip Code)
or Social Security No.) --------------------------------------------------------
- --------------------------------------------------------
</Table>
- --------------------------------------------------------------------------------
BLOCK C
[ ] HOLD CHEQUE(S) FOR PICK-UP AGAINST COUNTER RECEIPT AT THE TORONTO OFFICE
OF
THE DEPOSITARY.
- --------------------------------------------------------------------------------
BLOCK D
DEPOSITS PURSUANT TO NOTICE OF GUARANTEED DELIVERY
(see item 2 of the instructions)
[ ] CHECK HERE IF COMMON SHARES ARE BEING DEPOSITED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING: (please print or type)
Name(s) of Registered Holder(s):
- -------------------------------------------------------------------------------
Window Ticket Number (if any):
- -------------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution which Guaranteed Delivery:
- ----------------------------------------------------------------
INVESTMENT DEALER OR BROKER SOLICITING ACCEPTANCE OF THE OFFER:
(see item 7 of the instructions)
(please print or type)
<Table>
- ----------------------------------------------------- -----------------------------------------------------
(Firm) (Telephone Number) (Fax
Number)
- ----------------------------------------------------- -----------------------------------------------------
(Registered Representative) (Address)
</Table>
[ ] CHECK HERE IF LIST OF BENEFICIAL HOLDERS IS ATTACHED.
[ ] CHECK HERE IF DISKETTE TO FOLLOW.
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------------
BLOCK E
PAYER'S NAME: COMPUTERSHARE TRUST COMPANY OF CANADA
- -------------------------------------------------------------------------------------------------------------
PART 1 -- PLEASE PROVIDE YOUR TIN IN THE Name: ------------------------------------
BOX AT RIGHT AND CERTIFY BY SIGNING AND Social Security Number or
DATING BELOW. Employer Identification Number:
--------------
Awaiting TIN [ ]
--------------------------------------------------------------------------------------
SUBSTITUTE PART 2 -- CERTIFICATION -- Under the penalties of perjury, I certify that:
FORM W-9
(1) The number shown on this form is my correct Taxpayer Identification Number (or I
DEPARTMENT OF THE am waiting for a number to be issued to me),
TREASURY INTERNAL (2) I am not subject to backup withholding because (a) I am exempt from backup
REVENUE SERVICE withholding, or (b) I have not been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a result of a failure to report
all interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
--------------------------------------------------------------------------------------
Payer's Request for CERTIFICATE INSTRUCTIONS -- You must cross out item (2) above if you have been
Taxpayer notified by the IRS that you are currently subject to backup withholding because of
Identification under-reporting interest or dividends on your tax return. However, if after being
Number (TIN) notified by the IRS that you were subject to backup withholding you received another
notification from the IRS that you are no longer subject to backup withholding, do
(UNITED STATES not cross out such item (2).
SHAREHOLDERS ONLY) --------------------------------------------------------------------------------------
The Internal Revenue Service does not require your consent to any provision of this
document other than the certifications required to avoid backup withholding.
Sign Here
SIGNATURE --------------------------------------------------------------------------
DATE---------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 30%
of all reportable payments made to me will be withheld.
Signature ----------------------- Date --------------------, 2003
BLOCK F
- --------------------------------------------------------------------------------
TO BE COMPLETED ONLY BY EMCO SHAREHOLDERS THAT ARE NON-U.S. HOLDERS.
NOTE: PLEASE REVIEW CAREFULLY INSTRUCTION 9 BELOW BEFORE COMPLETING THE
FOLLOWING INFORMATION.
- --------------------------------------------------------------------------------
<Table>
<Caption>
SUBSTITUTE CERTIFICATE OF FOREIGN STATUS OF BENEFICIAL OWNER
FOR UNITED STATES TAX WITHHOLDING
FORM W8BEN
- --------------------------------------------------------------------------------------
</Table>
PART I IDENTIFICATION OF BENEFICIAL OWNER (See instructions)
- --------------------------------------------------------------------------------
<Table>
1 Name of individual or organization that is the beneficial 2 Country of incorporation or organization
owner
- -------------------------------------------------------------------------------------------------------------------
</Table>
<Table>
3 Type of beneficial owner: [ ] Individual [ ] Corporation [ ] Disregarded [ ] Partnership
entity
[ ] Grantor trust [ ] Complex trust [ ] Estate [ ] Government [ ] International
organization
[ ] Central bank of issue [ ] Tax-exempt [ ] Private
organization foundation
3 [ ] Simple
trust
</Table>
<Table>
- -------------------------------------------------------------------------------------------------------------------
4 Permanent residence address (street, apt. or suite no., or rural route). DO NOT USE A P.O. BOX OR IN-CARE-OF
ADDRESS. (See Instructions)
- -------------------------------------------------------------------------------------------------------------------
City or town, state or province. Include postal code where Country (do not abbreviate)
appropriate.
- -------------------------------------------------------------------------------------------------------------------
5 Mailing address (if different from above)
- -------------------------------------------------------------------------------------------------------------------
City or town, state or province. Include postal code where Country (do not abbreviate)
appropriate.
- -------------------------------------------------------------------------------------------------------------------
6 U.S. taxpayer identification number (optional -- See Instructions)
[ ] SSN or ITIN [ ] EIN
- -------------------------------------------------------------------------------------------------------------------
</Table>
PART II CLAIM OF TAX TREATY BENEFITS (IF APPLICABLE)
- --------------------------------------------------------------------------------
<Table>
7 I certify that (check all that apply):
a [ ] The beneficial owner is a resident of ------ within the
meaning of the income tax treaty between the United States
and that country.
b [ ] If required, the U.S. taxpayer identification number is
stated on line 6 (see instructions).
c [ ] The beneficial owner is not an individual, derives the
item (or items) of income for which the treaty benefits are
claimed, and, if applicable, meets the requirements of the
treaty provision dealing with limitation on benefits
(see instructions).
d [ ] The beneficial owner is not an individual, is claiming
treaty benefits for dividends received from a foreign
corporation or interest from a U.S. trade or business of a
foreign corporation, and meets qualified resident status
(see instructions).
</Table>
- --------------------------------------------------------------------------------
PART III CERTIFICATION
- --------------------------------------------------------------------------------
Under penalties of perjury, I declare that I have examined the information on
this form and to the best of my knowledge and belief it is true, correct, and
complete. I further certify under penalties of perjury that:
-- I am the beneficial owner (or am authorized to sign for the beneficial
owner) of all the income to which this form relates,
-- The beneficial owner is not a U.S. person,
-- The income to which this form relates is not effectively connected with
the conduct of a trade or business in the United States or is effectively
connected but is not subject to tax under an income tax treaty, and
-- For broker transactions or barter exchanges, the beneficial owner is an
exempt foreign person.
Furthermore, I authorize this form to be provided to any withholding agent that
has control, receipt, or custody of the income of which I am the beneficial
owner or any withholding agent that can disburse or make payments of the income
of which I am the beneficial owner.
The Internal Revenue Service does not require your consent to any provisions of
this document other than the certifications required to establish your status
as a non-U.S. person and, if applicable, obtain a reduced rate of withholding.
<Table>
---------------------------------------------------------------- ---------------
SIGN HERE Signature of beneficial owner (or individual authorized to sign for beneficial owner) Date (MM-DD-YYYY)
-------------------
SIGN HERE Capacity in which acting
</Table>
INSTRUCTIONS AND RULES
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. USE OF LETTER OF TRANSMITTAL
(a) This Letter of Transmittal (or a manually signed facsimile thereof)
properly completed and signed, together with accompanying Share
Certificates representing the Deposited Shares (or, if tender is made
pursuant to the procedure for tender by book-entry transfer set forth
in Section 3 of the Offer Document, a timely confirmation (a
"Book-Entry Confirmation") of a book-entry transfer of the Deposited
Shares into the Depositary's account at the Book-Entry Transfer
Facility) and all other documents required by the terms of the Offer
to Purchase and this Letter of Transmittal must be received by the
Depositary at any of the offices of the Depositary specified on the
front page of this document at or prior to 8:00 p.m. (EST) on Monday,
April 7, 2003 unless the Offer is extended or withdrawn or unless the
procedures for guaranteed delivery set out in paragraph 2 below are
employed.
(b) The method used to deliver this Letter of Transmittal and any
accompanying certificates representing Common Shares and all other
required documents is at the option and risk of the person depositing
same, and delivery will be deemed effective only when such documents
are actually received. THE OFFEROR RECOMMENDS THAT THE NECESSARY
DOCUMENTATION BE HAND DELIVERED TO THE DEPOSITARY AT ANY OF THEIR
OFFICES SPECIFIED ON THE FRONT PAGE OF THIS DOCUMENT, AND A RECEIPT
OBTAINED; OTHERWISE, THE USE OF REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
SHAREHOLDERS WHOSE COMMON SHARES ARE REGISTERED IN THE NAME OF A BROKER,
INVESTMENT DEALER, BANK, TRUST COMPANY OR OTHER NOMINEE MUST CONTACT THEIR
NOMINEE HOLDER TO ARRANGE FOR THE DEPOSIT OF THOSE COMMON SHARES.
2. PROCEDURES FOR GUARANTEED DELIVERY
If a Shareholder wishes to deposit Common Shares pursuant to the Offer and
(i) the holder's Share Certificate(s) are not immediately available, (ii) the
Shareholder cannot deliver the Share Certificate(s) and all other required
documents to the Depositary, or (iii) the Shareholder cannot complete the
procedure for delivery by book-entry transfer, in each case, at or prior to the
Expiry Time, such Common Shares may nevertheless be deposited pursuant to the
Offer provided that all of the following conditions are met:
(a) such a deposit is made by or through an Eligible Institution (as
defined below);
(b) a properly completed and duly executed Notice of Guaranteed Delivery
(printed on green paper) in the form accompanying the Letter of
Transmittal or a manually signed facsimile thereof, is received by
the Depositary at its Toronto, Ontario, Canada office as set forth in
the Notice of Guaranteed Delivery (by hand, courier, facsimile
transmission or mail) together with a guarantee by an Eligible
Institution in the form set forth in such Notice of Guaranteed
Delivery, before the Expiry Time; and
(c) the certificate(s) representing the Deposited Shares in proper form
for transfer (or a Book-Entry Confirmation), in each case together
with a properly completed and duly executed Letter of Transmittal, or
a manually signed facsimile thereof (or an Agent's Message, in the
case of book-entry transfer), and all other documents required by
this Letter of Transmittal, are received by the Depositary at its
Toronto, Ontario, Canada office as set forth in the Letter of
Transmittal before 8:00 p.m. (EST) on the third trading day on the
Toronto Stock Exchange after the Expiry Date.
THE NOTICE OF GUARANTEED DELIVERY MAY BE DELIVERED BY HAND OR COURIER,
TRANSMITTED BY FACSIMILE TRANSMISSION OR DELIVERED BY MAIL TO THE DEPOSITARY AT
ITS OFFICE IN TORONTO SPECIFIED IN THE NOTICE OF GUARANTEED DELIVERY NOT LATER
THAN THE EXPIRY TIME (AS DEFINED IN THE OFFER DOCUMENT) AND MUST INCLUDE A
GUARANTEE TO DELIVER BY AN ELIGIBLE INSTITUTION IN THE FORM SET FORTH IN THE
NOTICE OF GUARANTEED DELIVERY. Delivery to any office or transmission other than
to the specified office or facsimile number does not constitute delivery for
this purpose.
An "ELIGIBLE INSTITUTION" means a Canadian Schedule I chartered bank, a
major trust company in Canada, a member of the Securities Transfer Agent
Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program
(SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature
Program (MSP), or any other "eligible guarantor institution", as such term is
defined in Rule 17Ad-15 of the Exchange Act (each, an "Eligible Institution" and
collectively the "Eligible Institutions"). Members of these programs are usually
members of a recognized stock exchange in Canada or the United States, members
of the Investment Dealers Association of Canada, members of the National
Association of Securities Dealers or banks and trust companies in the United
States.
3. SIGNATURES
This Letter of Transmittal must be completed and signed by the register
holder of Common Shares (including any participant in the Book-Entry Transfer
Facility's systems whose name appears on a security position listing as the
owner of Common Shares) accepting the Offer or by such holder's duly authorized
representative (in accordance with item 5 below).
(a) If this Letter of Transmittal is signed by the registered owner(s) of
the accompanying Share Certificate(s), such signature(s) on this
Letter of Transmittal must correspond with the name(s) as registered
or as written on the face of such Share Certificate(s) without any
change whatsoever, and the certificate(s) need not be endorsed. If
such transmitted Share Certificate(s) are owned of record by two or
more joint owners, both or all such owners must sign the Letter of
Transmittal;
(b) If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the accompanying Share Certificate(s), or if a
cheque is to be issued to a person other than the registered
owner(s):
(i) such deposited Share Certificate(s) must be endorsed or be
accompanied by an appropriate share transfer power(s) of attorney,
duly and properly completed by the registered owner(s); and
(ii) the signature(s) on such endorsement or share transfer power(s)
of attorney must correspond exactly to the name(s) of the
registered owner(s) as registered or as appearing on the Share
Certificate(s) and must be guaranteed as noted in item 4 below.
4. GUARANTEE OF SIGNATURES
If this Letter of Transmittal is signed by a person other than the
registered owner(s) (which term, for purposes of these Instructions, includes
any participant in the Book-Entry Transfer Facility's systems whose name appears
on a security position listing as the owner of the Common Shares) of the
Deposited Shares or if Deposited Shares not purchased are to be returned to a
person other than such registered owner(s) or sent to an address other than the
address of the registered owner(s) as shown on the registers of Emco or if the
payment is to be issued in the name of a person other than the registered
owner(s) of the Deposited Shares as shown on the registers of Emco, such
signature must be guaranteed by an Eligible Institution, or in some other manner
satisfactory to the Depositary (except that no guarantee is required if the
signature is that of an Eligible Institution).
5. FIDUCIARIES, REPRESENTATIONS AND AUTHORIZATIONS
Where this Letter of Transmittal is executed by a person on behalf of an
executor, administrator, trustee, guardian, corporation, partnership or
association or is executed by any other person acting in a representative
capacity, this Letter of Transmittal must be accompanied by satisfactory
evidence of the authority to act. Either of the Offeror or the Depositary, at
its discretion, may require additional evidence of authority or additional
documentation.
6. PARTIAL TENDERS (Not applicable to stockholders who tender by book-entry
transfer.)
Unless tenders are to be made pursuant to the procedure for tender by
book-entry transfer, if less than the total number of Common Shares evidenced by
any Share Certificate submitted is to be deposited, fill in the number of Common
Shares to be deposited in the appropriate space on the front page of this Letter
of Transmittal. In such case, new Share Certificate(s) for the number of Common
Shares not deposited will be sent to the registered holder as soon as
practicable after the Expiry Time (and provided such deposited Common Shares are
accepted for purchase, taken-up and paid for by the Offeror). The total number
of Common Shares evidenced by all Share Certificates delivered will be deemed to
have been deposited unless otherwise indicated on the front page of this Letter
of Transmittal.
7. SOLICITATION
Identify the investment dealer or broker, if any, who solicited acceptance
of the Offer by completing the appropriate box on the Letter of Acceptance and
Transmittal. If this deposit represents more than one beneficial holder, all
beneficial holder information must be provided on a list that must accompany the
deposit or on a diskette that must be forwarded to the place of deposit.
8. STOCK TRANSFER TAXES.
Except as otherwise provided in this Instruction 8, the Offeror will pay
all stock transfer taxes with respect to the transfer and sale of any Common
Shares to it or its order pursuant to the Offer. If, however, payment of the
purchase price is to be made to, or if Share Certificate(s) for Common Shares
not tendered or not accepted for payment are to be registered in the name of,
any person other than the registered holder(s), or if tendered Share
Certificate(s) are registered in the name of any person other than the person(s)
signing this Letter of Transmittal, the amount of any stock transfer taxes
(whether imposed on the registered holder(s) or such other person) payable on
account of the transfer to such other person will be deducted from the purchase
price of such Common Shares purchased unless evidence satisfactory to the
Offeror of the payment of such taxes, or exemption therefrom, is submitted.
9. MISCELLANEOUS
(a) If the space on this Letter of Transmittal is insufficient to list
all Share Certificates for Deposited Shares, additional certificate
numbers and the number of Deposited Shares may be included on a
separate signed list affixed to this Letter of Transmittal.
(b) If Deposited Shares are registered in different forms of the same
name (e.g. "John Doe" and "J. Doe"), a separate Letter of Transmittal
should be signed for each different registration.
(c) THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE
CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY
THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK
OF THE TENDERING SHAREHOLDER AND THE DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE
OF BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS
BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ENSURE TIMELY DELIVERY.
(d) No alternative, conditional or contingent deposits will be accepted.
All depositing Shareholders waive any right to receive any notice of
acceptance of Deposited Shares for payment by execution of this
Letter of Transmittal (or a facsimile thereof).
(e) The Offer and any agreement resulting from the acceptance of the
Offer will be construed in accordance with and governed by the laws
of the Province of Ontario and the laws of Canada applicable therein
and the holder of the Common Shares covered by this Letter of
Transmittal hereby unconditionally and irrevocably attorns to the
non-exclusive jurisdiction of the courts of the Province of Ontario
and the courts of appeal therefrom.
(f) Additional copies of the Offer Document, the Circular, the Letter of
Transmittal and the Notice of Guaranteed Delivery may be obtained on
request and without charge from the Depositary at any of its offices
at the addresses listed on the front page of this document.
10. LOST CERTIFICATES
If a Share Certificate has been lost or destroyed, this Letter of
Transmittal should be completed as fully as possible and forwarded, together
with a letter describing the loss, to the Depositary. The Depositary will
respond with the replacement requirements which must be properly completed and
submitted in good order to the Depositary on or prior to the Expiry Time.
11. SUBSTITUTE FORM W-9
Each United States Shareholder is required to provide the Depositary with a
correct Taxpayer Identification Number ("TIN") on the Substitute Form W-9, which
is provided in Block E, and to certify whether such Shareholder is subject to
backup withholding of United States federal income tax. If a United States
Shareholder has been notified by the Internal Revenue Service that such
Shareholder is subject to backup withholding, such Shareholder must cross out
item 2 of the Substitute Form W-9, unless such Shareholder has since been
notified by the Internal Revenue Service that such Shareholder is no longer
subject to backup withholding. Failure to provide the information and
certifications on the Substitute Form W-9 may subject a United States
Shareholder to a US$50.00 penalty imposed by the Internal Revenue Service and
30% United States federal income tax withholding on the payment of the purchase
price of all Common Shares purchased from such Shareholder. If a United States
Shareholder has not been issued a TIN and has applied for one or intends to
apply for one in the near future, such Shareholder should check the box in Part
1 of the Substitute Form W-9 and complete the attached Certificate of Awaiting
Taxpayer Identification Number. In such case, the Depositary will withhold 30%
of all payments of the purchase price to such Shareholder made prior to the time
a properly certified TIN is provided to the Depositary and, if the Depositary is
not provided with a TIN within 60 days, such amounts will be paid over to the
Internal Revenue Service. A United States Shareholder is required to give the
Depositary the TIN (e.g., social security number or employer identification
number) of the record owner of the Common Shares. If the Common Shares are in
more than one name or are not in the name of the actual owner, consult the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional guidance on which number to report.
IN ORDER FOR A NON-UNITED STATES SHAREHOLDER TO PREVENT BACKUP WITHHOLDING,
SUCH PERSON MUST COMPLETE THE FORM W-8BEN ("CERTIFICATE OF FOREIGN STATUS") SET
FORTH ABOVE IN BLOCK F, TO BE SIGNED UNDER PENALTIES OF PERJURY, ATTESTING TO
SUCH PERSON'S EXEMPT STATUS.
MANUALLY SIGNED FACSIMILE COPIES OF THIS LETTER OF TRANSMITTAL WILL BE
ACCEPTED. THE LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND ANY OTHER REQUIRED
DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH EMCO SHAREHOLDER OR SUCH
SHAREHOLDER'S BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO
THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE COVER PAGE OF THIS
LETTER OF TRANSMITTAL.
Questions or requests for assistance may be directed to the Information
Agent at the address and telephone numbers set forth below. Requests for copies
of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed
Delivery and all other tender offer materials may be directed to the Information
Agent as set forth below and will be furnished promptly at the Offeror's
expense. The Offeror will not pay fees or commissions to any broker or dealer or
any other person for soliciting tenders of Common Shares pursuant to the Offer
except as otherwise set forth in the Offer to Purchase. Shareholders may also
contact their broker, dealer, commercial bank, trust company or other nominee
for assistance concerning the Offer.
THE DEALER MANAGER FOR THE OFFER IS:
In Canada:
SCOTIA CAPITAL INC.
Scotia Plaza, 64th Floor
40 King Street West
Box 4085, Station "A"
Toronto, Ontario M5W 2X6
Telephone: (416) 945-4599
THE INFORMATION AGENT FOR THE OFFER IS:
(MacKenzie Partners, Inc. LOGO)
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885
Email: proxy@mackenziepartners.com