Exhibit (A)(4)
LETTER OF TRANSMITTAL
To Tender Common Shares
of
Intercorp Excelle Inc.
Pursuant to the Offer to Purchase Dated November 1, 2001.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON DECEMBER 17, 2001, UNLESS THE OFFER IS EXTENDED.
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The Depositary For The Offer Is:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY.
(the "Depositary")
By Mail By Facsimile Transmission By Hand
(For Eligible Institutions Only) Overnight Delivery
2 Broadway (212) 616-7610 2 Broadway
19th Floor Confirm by Telephone 19th Floor
New York, NY 10004 (212) 509-4000 New York, NY 10004
extension 535
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by shareholders either if
certificates evidencing Common Shares (as defined below) are to be forwarded
herewith or if delivery of Common Shares is to be made by book-entry transfer to
the Depositary's account at The Depository Trust Company (hereinafter referred
to as the "Book-Entry Transfer Facility") pursuant to the book-entry transfer
procedure described in "The Offer" -- 3. Procedures for Accepting the Offer and
Tendering the Common Shares" of the Offer to Purchase (as defined below).
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
Shareholders whose certificates evidencing Common Shares ("Common Share
Certificates") are not immediately available or who cannot deliver their Common
Share Certificates by the book-entry transfer of the Common Shares into the
Depositary's Account at the Book-Entry Transfer Facility ("Book-Entry
Confirmation") and all other documents required hereby to the Depositary prior
to the Expiration Date (as defined in "The Offer -- 1. Terms of the Offer" of
the Offer to Purchase) and who wish to tender their Common Shares must do so
pursuant to the guaranteed delivery procedure described in "The Offer -- 3.
Procedures for Accepting the Offer and Tendering Common Shares" of the Offer to
Purchase. See Instruction 2.
DESCRIPTION OF COMMON SHARES TENDERED
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Name(s) and Address(es) of Registered Holder(s) Common Total Number of Number of
(Please fill in blank exactly as name(s) appear(s) on Common Share Certificate Share Common Shares Common
Certificate Evidenced by Shares
Number(s) Common Share Tendered
Certificate(s) **
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* Need not be completed by shareholders delivering Common Shares by book-entry
transfer.
** If you desire to tender fewer than all Common Shares evidenced by any
certificates listed above, please indicate in this column the number of Common
Shares you wish to tender. Otherwise, all Common Shares evidenced by such
certificates will be deemed to have been tendered. See Instruction 4.
[ ] CHECK HERE IF ANY OF THE Common Share Certificates THAT YOU OWN AND WISH TO
SURRENDER HAVE BEEN LOST, DESTROYED OR STOLEN. (See Instruction 9.)
[ ] CHECK HERE IF Common Shares ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution: _________________________________________________
Account Number: ________________________________________________________________
Transaction Code Number: _______________________________________________________
[ ] CHECK IF COMMON SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
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: _________________________________
If delivery is book-entry transfer, give the following:
Book-Entry Transfer Facility Account Number: ___________________________________
Transaction Code Number: _______________________________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Intercorp Excelle Inc., an Ontario
Corporation (the "Company"), the above- described shares of common stock, no par
value per share, of the Company (the "Common Shares") pursuant to the Company's
offer to purchase all Common Shares, at $1.15 per Common Share, net to the
seller in cash, subject to any required withholding on account of U.S. or
Canadian taxes, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated November 1, 2001 (the "Offer to Purchase"), receipt of
which is hereby acknowledged, and in this Letter of Transmittal (which, together
with the Offer to Purchase, constitutes the "Offer").
Subject to, and effective upon, acceptance for payment of the Common
Shares tendered herewith, in accordance with the terms of the Offer, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Company all right, title and interest in and to all the Common Shares that are
being tendered hereby and all dividends, distributions (including, without
limitation, distributions of additional Common Shares) and rights declared, paid
or distributed in respect of such Common Shares on or after December 17, 2001
(collectively, "Distributions") and irrevocably appoints the Depositary the true
and lawful agent and attorney-in-fact of the undersigned with respect to such
Common Shares and all Distributions, with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest),
to (i) deliver Common Share Certificates evidencing such Common Shares and all
Distributions, or transfer ownership of such Common Shares and all Distributions
on the account books maintained by the Book-Entry Transfer Facility, together,
in either case, with all accompanying evidences of transfer and authenticity, to
or upon the order of the Company, (ii) present such Common Shares and all
Distributions for transfer on the books of the Company, and (iii) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Common Shares and all Distributions, all in accordance with the terms of the
Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Common Shares
tendered hereby and all Distributions, that when such Common Shares are accepted
for payment by the Company, the Company will acquire good, marketable and
unencumbered title thereto and to all Distributions, free and clear of all
liens, restrictions, charges and encumbrances, and that none of such Common
Shares and Distributions will be subject to any adverse claim. The undersigned,
upon request, shall execute and deliver all additional documents deemed by the
Depositary or the Company to be necessary or desirable to complete the sale,
assignment and transfer of the Common Shares tendered hereby and all
Distributions. In addition, the undersigned shall remit and transfer promptly to
the Depositary for the account of the Company all Distributions in respect of
the Common Shares tendered hereby, accompanied by appropriate documentation of
transfer, and pending such remittance and transfer or appropriate assurance
thereof, the Company shall be entitled to all rights and privileges as owner of
each such Distribution and may withhold the entire purchase price of the Common
Shares tendered hereby, or deduct from such purchase price the amount or value
of such Distribution as determined by the Company in its sole discretion.
No authority herein conferred or agreed to be conferred shall be
affected by, and all such authority shall survive, the death or incapacity of
the undersigned. All obligations of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
The undersigned understands that tenders of Common Shares pursuant to
any one of the procedures described in the Offer to Purchase under "The Offer --
3. Procedures for Accepting the Offer and Tendering Common Shares" and in the
instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer. The Company's acceptance of such Common Shares for
payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Common
Shares purchased, and return all Common Share Certificates evidencing Common
Shares not purchased or not tendered in the name(s) of the registered holder(s)
appearing above under "Description of Common Shares Tendered." Similarly, unless
otherwise indicated in the box entitled "Special Delivery Instructions," please
mail the check for the purchase price of all Common Shares purchased and all
Common Share Certificates evidencing Common Shares not tendered or not purchased
(and accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing above under "Description of Common Shares
Tendered." In the event that the boxes entitled "Special Payment Instructions"
and "Special Delivery Instructions" are both completed, please issue the check
for the purchase price of all Common Shares purchased and return all Common
Share Certificates evidencing Common Shares not purchased or not tendered in the
name(s) of, and mail such check and Common Share Certificates to, the person(s)
so indicated. Unless otherwise indicated herein in the box entitled "Special
Payment Instructions, please credit any Common Shares tendered hereby and
delivered by book entry transfer, but which are not purchased, by crediting the
account at the Book Entry Transfer Facility designated above." The undersigned
recognizes that the Company has no obligation, pursuant to the Special Payment
Instructions, to transfer any Common Shares from the name of the registered
holder(s) thereof if the Company does not purchase any of the Common Shares
tendered hereby.
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SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1,5,6 And 7)
To be completed ONLY if the check for the purchase price of Common Shares and/or
Common Share Certificates evidencing Common Shares not tendered or not accepted
for purchase and to be issued in the name of someone other than the name(s) of
the registered holder(s) appearing above under "Description of Common Shares
Tendered" or if Common Shares tendered hereby and delivered by book- entry
transfer which are not purchased are to be returned by credit to an account at
the Book-Entry Transfer Facility other than that designated above.
Issue check and/or Common Share Certificate and mail to:
Name ___________________________________________________________________________
(Please Print)
Address ________________________________________________________________________
________________________________________________________________________________
(Zip Code)
(Taxpayer Identification No.
or Social Security No.)
(See Substitute Form W-9 below)
Credit Common Shares delivered by book-entry transfer and not purchased to the
account set forth below:
________________________________________________________________________________
________________________________________________________________________________
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1,5,6 And 7)
To be completed ONLY if the check for the purchase price of Common Shares and/or
Common Share Certificates evidencing Common Shares not tendered or not accepted
for purchase are to be mailed to someone other than the undersigned or to the
address of the registered Shareholder(s) appearing above under "Description of
Common Shares Tendered."
Mail or deliver and/or Common Share Certificate to:
Name ___________________________________________________________________________
(Please Print)
Address ________________________________________________________________________
________________________________________________________________________________
(Zip Code)
(Taxpayer Identification No.
or Social Security No.)
(See Substitute Form W-9 below)
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SHAREHOLDERS SIGN HERE
(Please complete Substitute Form W-9 below)
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Signature(s) of Shareholder(s)
Dated:
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(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, please set forth full title and see Instruction 5.)
Name(s) ________________________________________________________________________
(Please Print)
Capacity (full title) __________________________________________________________
Address ________________________________________________________________________
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(Include Zip Code)
Area Code and Telephone Number _________________________________________________
Tax Identification or Social Security Number ___________________________________
(See Substitute Form W-9 below)
GUARANTEE OF SIGNATURE(S)
(If required-See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE OVER THE BELOW INFORMATION.
Name of Firm____________________________________________________________________
Authorized Signature____________________________________________________________
Name____________________________________________________________________________
Address_________________________________________________________________________
Area Code and Telephone Number__________________________________________________
Dated:__________________________________________________________________________
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal must be
guaranteed by a firm that is a member of the Medallion Signature Guarantee
Program, or by any other "eligible guarantor institution," as such term is
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended
(each of the foregoing being referred to as an "Eligible Institution"), unless
(i) this Letter of Transmittal is signed by the registered holder(s) of the
Common Shares (which term, for purposes of this document, shall include any
participant in a Book-Entry Transfer Facility whose name appears on a security
position listing as the owner of Common Shares) tendered hereby and such
holder(s) has (have) completed neither the box entitled "Special Payment
Instructions" nor the box entitled "Special Delivery Instructions" herein or
(ii) such Common Shares are tendered for the account of an Eligible Institution.
See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND COMMON SHARE CERTIFICATES. This Letter
of Transmittal is to be used either if Common Share Certificates are to be
forwarded herewith or if Common Shares are to be delivered by book-entry
transfer pursuant to the procedure set forth under "The Offer -- 3. Procedures
for Accepting the Offer and Tendering Common Shares" in the Offer to Purchase.
Common Share Certificates evidencing all physically tendered Common Shares, or a
confirmation of a book-entry transfer into the Depositary's account at a
Book-Entry Transfer Facility of all Common Shares delivered by book-entry
transfer as well as a properly completed and duly executed Letter of Transmittal
(or facsimile thereof) and any other documents required by this Letter of
Transmittal, must be received by the Depositary at one of its addresses set
forth herein prior to the Expiration Date (as defined under "The Offer -- 1.
Terms of the Offer" in the Offer to Purchase). If Common Share Certificates are
forwarded to the Depositary in multiple deliveries, a properly completed and
duly executed Letter of Transmittal must accompany each such delivery.
Shareholders whose Common Share Certificates are not immediately
available, who cannot deliver their Common Share Certificates and all other
required documents to the Depositary prior to the Expiration Date or who cannot
complete the procedure for delivery by book-entry transfer on a timely basis may
tender their Common Shares pursuant to the guaranteed delivery procedure
described under "The Offer -- 3. Procedures for Accepting the Offer and
Tendering Common Shares" in the Offer to Purchase. Pursuant to such procedure:
(i) such tender must be made by or through an Eligible Institution; (ii) a
properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form made available by the Company, must be received by the
Depositary prior to the Expiration Date; and (iii) the Common Share Certificates
evidencing all physically delivered Common Shares in proper form for transfer by
delivery, or a confirmation of a book-entry transfer into the Depositary's
account at a Book-Entry Transfer Facility of all Common Shares delivered by
book-entry transfer, in each case together with a Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, with any required
signature guarantees (or, in the case of a book-entry transfer, a Book-Entry
Confirmation (as defined in "The Offer -- 2. Acceptance for Payment and Payment"
of the Offer to Purchase), and any other documents required by this Letter of
Transmittal, must be received by the Depositary within three NASD
Over-the-Counter Bulletin Board ("OTC BB") trading days after the date of
execution of such Notice of Guaranteed Delivery, all as described under "The
Offer -- 3. Procedures for Accepting the Offer and Tendering Common Shares" in
the Offer to Purchase.
The method of delivery of this Letter of Transmittal, Common Share
Certificates and all other required documents is at the option and risk of the
tendering shareholders, including delivery through the Book-Entry Transfer
Facility, and the delivery will be deemed made only when actually received by
the Depositary. 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.
No alternative, conditional or contingent tenders will be accepted and
no fractional Common Shares will be purchased. By execution of this Letter of
Transmittal (or a facsimile hereof), all tendering shareholders waive any right
to receive any notice of the acceptance of their Common Shares for payment.
3. INADEQUATE SPACE. If the space provided herein under "Description of Common
Shares Tendered" is inadequate, the Common Share Certificate numbers, the number
of Common Shares evidenced by such Common Share Certificates and the number of
Common Shares tendered should be listed on a separate schedule and attached
hereto.
4. PARTIAL TENDERS (not applicable to shareholders who tender by book-entry
transfer). If fewer than all the Common Shares evidenced by any Common Share
Certificate delivered to the Depositary herewith are to be tendered hereby, fill
in the number of Common Shares which are to be tendered in the box entitled
"Number of Common Shares Tendered." In such cases, new Common Share
Certificate(s) evidencing the remainder of the Common Shares that were evidenced
by the Common Share Certificates delivered to the Depositary herewith will be
sent to the person(s) signing this Letter of Transmittal, unless otherwise
provided in the box entitled "Special Delivery Instructions" above, as soon as
practicable after the expiration or termination of the Offer. All Common Shares
evidenced by Common Share Certificates delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If this
Letter of Transmittal is signed by the registered holder(s) of the Common Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the Common Share Certificates evidencing such Common Shares without
alteration, enlargement or any other change whatsoever.
If any Common Shares tendered hereby is owned of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Common Shares tendered hereby are registered in the names
of different holders, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such
Common Shares.
If this Letter of Transmittal is signed by the registered holder(s) of
the Common Shares tendered hereby, no endorsements of Common Share Certificates
or separate stock powers are required, unless payment is to be made to, or
Common Share Certificates evidencing Common Shares not tendered or not purchased
are to be issued in the name of, a person other than the registered holder(s),
in which case, the Common Share Certificate(s) evidencing the Common Shares
tendered hereby must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s) appear(s)
on such Common Share Certificate(s). Signatures on such Common Share
Certificate(s) and stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Common Shares tendered hereby, the Common Share
Certificate(s) evidencing the Common Shares tendered hereby must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear(s) on such Common Share
Certificate(s). Signatures on such Common Share Certificate(s) and stock powers
must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Common Share Certificate or stock
power is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to the Company of such person's authority so to act
must be submitted.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction 6, the
Company will pay all stock transfer taxes with respect to the sale and transfer
of any Common Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price of any Common Shares purchased is to be made to,
or Common Share Certificate(s) evidencing Common Shares not tendered or not
purchased are to be issued in the name of, a person other than the registered
holder(s), the amount of any stock transfer taxes (whether imposed on the
registered holder(s), such other person or otherwise) 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 Company of the
payment of such taxes, or exemption therefrom, is submitted. Except as provided
in this Instruction 6, it will not be necessary for transfer tax stamps to be
affixed to the Common Share Certificates evidencing the Common Shares tendered
hereby.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase price
of any Common Shares tendered herewith is to be issued, or Common Share
Certificate(s) evidencing Common Shares not tendered or not purchased are to be
issued, in the name of a person other than the person(s) signing this Letter of
Transmittal or if such check or any such Common Share Certificate is to be sent
to someone other than the person(s) signing this Letter of Transmittal or to the
person(s) signing this Letter of Transmittal but at an address other than that
shown in the box entitled "Description of Common Shares Tendered" above, the
appropriate boxes above in this Letter of Transmittal must be completed.
Shareholders delivering Common Shares tendered herewith by book-entry transfer
may request that Common Shares not purchased be credited to such account
maintaining at the Book-Entry Transfer Facility as such shareholders may
designate in the box entitled "Special Payment Instructions" above. If no such
instructions are given, all such Common Shares not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility as the account from
which such Common Shares were delivered.
8. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and
requests for assistance may be directed to the Information Agent at its address
or telephone number set forth below. Additional copies of the Offer to Purchase
and the Notice of Guaranteed Delivery may be obtained from the Information Agent
or from brokers, dealers, commercial banks or trust companies.
9 LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate representing
Common Shares has been lost, destroyed or stolen, the shareholder should
promptly notify either the Depositary or the Transfer Agent. The shareholder
will then be instructed as to the steps that must be taken in order to replace
the certificate. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed certificates have
been followed.
10. SUBSTITUTE FORM W-9. Each tendering shareholder is required to provide the
Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9, which is provided under "Important Tax Information" below,
and to certify, under penalties of perjury, that such number is correct and that
such shareholder is not subject to backup withholding of federal income tax. If
a tendering 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 Certification box 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 on the Substitute Form W-9 may subject the
tendering shareholder to 31% federal income tax withholding on the payment of
the purchase price of all Common Shares purchased from such shareholder. If the
tendering 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 write
"Applied For" in the space provided for the TIN in Part I of the Substitute Form
W-9, and sign and date the Substitute Form W-9. If "Applied For" is written in
Part I and the Depositary is not provided with a TIN within 60 days, the
Depositary will withhold 31% on all payments of the purchase price to such
shareholder until a TIN is provided to the Depositary.
Foreign holders should complete the Form W-8 BEN which is being
provided to foreign addresses. If you require this Form, please contact the
Depositary.
11. CANADIAN INCOME TAX WITHHOLDING. All holders who are not resident in Canada
for the purposes of the Income Tax Act (Canada) must notify the Canadian revenue
authorities of their disposition or proposed disposition of the Common Shares. A
copy of the application form (Form T2062 E) and instructions of completing it
are enclosed herewith as Exhibit (A)(8). The completed form should be sent
directly to the address indicated in the instructions as soon as possible.
Unless the Depository has received from a non-resident holder a copy of a
certificate issued to that holder by the Canadian revenue authorities in respect
of the disposition on or prior to the date fixed for payment of the Common Share
Offer Price, the Depositary will withhold 25% of the payment. If the Company has
not received that certificate within 30 days of the end of the month in which
the Common Shares are purchased, it will remit the withheld amount to the
Receiver General of Canada, as tax on behalf of the non-resident shareholder.
Non-resident shareholders may claim any refund of all or a portion of an amount
remitted on their behalf to which they are entitled by filing a Canadian income
tax return.
Holders who are resident in Canada for the purposes of the Income Tax
Act (Canada) are not subject to the requirement described above. Such holders
complete the declaration of Canadian residency, which is being provided to
holders with Canadian addresses, and return the completed declaration to the
Depositary. If you require a copy of this declaration, please contact the
Depositary.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND
COMMON SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER
REQUIRED DOCUMENTS) OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION
DATE (AS DEFINED IN THE "THE OFFER -- 1. TERMS OF THE OFFER" OF THE OFFER TO
PURCHASE).
DECLARATION OF CANADIAN RESIDENCY
To: Intercorp Excelle Inc.
Continental Stock Transfer and Trust Company
The undersigned, a tendering holder of Common Shares, hereby represents
to Intercorp Excelle Inc. and to Continental Stock Transfer and Trust Company
that the undersigned is a resident of Canada for the purposes of the Income Tax
Act (Canada).
DECLARED before me at the )
of , in the )
, this day of )
)
)
) ----------------------------------
) Name:
------------------------------
A Commissioner, etc. Address:
IMPORTANT TAX INFORMATION
1. U.S. BACKUP WITHHOLDING
Under the federal income tax law, a shareholder whose tendered Common
Shares are accepted for payment is required by law to provide the Depositary (as
payer) with such shareholder's correct TIN on Substitute Form W-9 below. If such
shareholder is an individual, the TIN is such shareholder's social security
number. If the Depositary is not provided with the correct TIN, the shareholder
may be subject to a $50 penalty imposed by the Internal Revenue Service and
payments that are made to such shareholder with respect to Common Shares
purchased pursuant to the Offer may be subject to backup withholding of 31%. In
addition, if a shareholder makes a false statement that results in no imposition
of backup withholding, and there was no reasonable basis for such a statement, a
$500 penalty may also be imposed by the Internal Revenue Service.
Certain shareholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, such individual must submit a statement, signed under
penalties of perjury, attesting to such individual's exempt status. Forms of
such statements can be obtained from the Depositary. See the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions. A shareholder should consult his or her tax advisor as
to such shareholder's qualification for an exemption from backup withholding and
the procedure for obtaining such exemption.
If backup withholding applies, the Depositary is required to withhold
31% of any payments made to the shareholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to a
shareholder with respect to Common Shares purchased pursuant to the Offer, the
shareholder is required to notify the Depositary of such shareholder's correct
TIN by completing the form below certifying that (a) the TIN provided on
Substitute Form W-9 is correct (or that such shareholder is awaiting a TIN) and
(b) that (i) such shareholder has not been notified by the Internal Revenue
Service that such shareholder is subject to backup withholding as a result of a
failure to report all interest or dividends or (ii) the Internal Revenue Service
has notified such shareholder that such shareholder is no longer subject to
backup withholding.
What Number to Give the Depositary
The shareholder is required to give the Depositary the social security
number or employer identification number of the record holder of the Common
Shares tendered hereby. 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.
2. CANADIAN INCOME TAX WITHHOLDING.
All holders who are not resident in Canada for the purposes of the
Income Tax Act (Canada) must notify the Canadian revenue authorities of their
disposition or proposed disposition of the Common Shares. A copy of the
application form (Form T2062 E) and instructions on completing it are enclosed
herewith as Exhibit (A)(8). Non-resident holders have the sole responsibility
for completing and filing this form and obtaining the certificate referred to
below. The completed form should be sent directly to the address indicated in
the instructions immediately, to maximize your chances of obtaining the required
certificate within the time allowed.
Unless the Depositary has received from a non-resident holder a copy of
a certificate issued to that holder by the Canadian revenue authorities in
respect of the disposition on or prior to the date fixed for payment of the
Common Share Offer Price, the Depositary will withhold 25% of the payment. If
the Company has not received that certificate within 30 days of the end of the
month in which the Common Shares are purchased, it will remit the withheld
amount to the Receiver General of Canada, as tax on behalf of the non-resident
shareholder. Non-resident holders may claim any refund of all or a portion of an
amount remitted on their behalf to which they are entitled by filing a Canadian
income tax return.
Holders who are resident in Canada for the purposes of the Income Tax
Act (Canada) are not subject to the requirement described above. Such holders
should complete the declaration of Canadian residency, which is being provided
herewith, and return the completed declaration to the Depositary. If you require
a copy of this declaration, please contact the Depositary.
PAYER' S NAME: Continental Transfer & Trust Company
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SUBSTITUTE FORM W-9 PART I- Taxpayer Identification Number- For all Social Security Number
accounts, enter your tax-payer identification
number in the box at right. (For most individuals, OR _____________________
this is your social security number. If you do not Taxpayer Identification
have a number, see Obtaining a Number in the Number
enclosed Guidelines.) Certify by signing and dating
below. Note: If the account is in more than one
name, see the chart in the enclosed Guidelines to (If awaiting TIN write
determine which number to give the Payer. "Applied For")
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PART II- For Payees Exempt from Backup
Withholding, see the enclosed
Guide-lines and complete as instructed
therein.
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Certification- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding either because I have not been by the
Internal Revenue Service (the "IRS") that I am subject to backup withholding as
a result of failure to report all interest or dividends, or the IRS has notified
me that I am not longer subject to backup withholding.
Certification Instructions- You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after being
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 not cross out item (2). (Also see instructions in the enclosed
Guidelines.)
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SIGNATURE _____________________ DATE: _______________ __, 2001 PART III--Awaiting TIN
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART III OF THE SUBSTITUTE FORM W-9.
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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) have mailed or delivered an application to
receive a tax payer 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 or identification number, 31% of all reportable payments made
to me will be withheld, but that such amounts will be refunded to me if I then
provide a taxpayer identification number within 60 days.
Signature ________________________________ Date _________________
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACK UP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THIS OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
Facsimiles of the Letter of Transmittal will be accepted. The Letter of
Transmittal and certificates evidencing
Common Shares and any required documents should be sent or delivered by each
shareholder or his broker, dealer, commercial bank, trust company or other
nominee to the Depositary at its address set forth below. Additional copies of
this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed
Delivery may be obtained from the Information Agent.
IMPORTANT: THIS LETTER OF TRANSMITTAL PROPERLY COMPLETED AND DULY
EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND COMMON SHARE
CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS) OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE (AS
DEFINED IN THE "THE OFFER -- 1. TERMS OF THE OFFER" OF THE OFFER TO PURCHASE).
MANUALLY SIGNED FACSIMILE COPIES OF THE LETTER OF TRANSMITTAL, PROPERLY
COMPLETED AND DULY EXECUTED, WILL BE ACCEPTED. THE LETTER OF TRANSMITTAL,
CERTIFICATES FOR COMMON SHARES AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT
OR DELIVERED BY EACH SHAREHOLDER OF THE COMPANY OR HIS BROKER, DEALER,
COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO THE DEPOSITARY AT ONE OF ITS
ADDRESSES SET FORTH ON THE FIRST PAGE.
The Depositary for the Offer is:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By Facsimile Transmission By Hand
By Mail (For Eligible Institutions Only) Overnight Delivery
2 Broadway (212) 616-7610 2 Broadway
19th Floor Confirm by Telephone 19th Floor
New York, NY 10004 (212) 509-4000 New York, NY 10004
extension 535
Questions or requests for assistance may be directed to the
Information Agent at its address and/or telephone number listed below.
Additional copies of this Offer to Purchase, the Letter of Transmittal and the
Notice of Guaranteed Delivery may be obtained from the Information Agent. A
shareholder may also contact brokers, dealers, commercial banks or trust
companies for assistance concerning the Offer.
The Information Agent for the Offer is:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(800) 322-2885
(212) 929-5500