Notice of Guaranteed Delivery
to
Tender Common Shares
of
W.P. Stewart & Co., Ltd.
This notice of guaranteed delivery or one substantially equivalent hereto
must be used to accept the Offer (as defined below) if certificates for Shares
(as defined below) are not immediately available or the certificates for Shares
and all other required documents cannot be delivered to Computershare (the
"depositary") on or prior to the expiration date (as defined in the Offer to
Purchase) or if the procedure for delivery by book-entry transfer cannot be
completed on a timely basis. This instrument may be delivered by hand or
transmitted by facsimile transmission or mailed to the depositary. See Section 2
of the Offer to Purchase.
The Depositary for the Offer is:
[LOGO] Computershare
By Mail: By Facsimile Transmission: By Overnight Courier:
Computershare For Eligible Institutions Only: Computershare
c/o Voluntary Corporate Actions (781) 930-4942 c/o Voluntary Corporate Actions
P.O. Box 859208 161 Bay State Drive
Braintree, MA 02185-9208 For Confirmation Only Telephone: Braintree, MA 02184
(781) 930-4900
Delivery of this notice of guaranteed delivery to an address other than as
set forth above or transmission of instructions via facsimile transmission other
than as set forth above will not constitute a valid delivery to the depositary.
This form is not to be used to guarantee signatures. If a signature on a
letter of transmittal is required to be guaranteed by an eligible institution
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box in the letter of transmittal.
The guarantee on the reverse side must be completed.
Ladies and Gentlemen:
The undersigned hereby tender(s) to Arrow Masters LP, a Delaware limited
partnership, Arrow Partners LP, a Delaware limited partnership, and Arrow
Offshore, Ltd., a Cayman Islands exempted company, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated May 28, 2008 (the
"Offer to Purchase"), and in the related letter of transmittal (which, as
amended or supplemented from time to time, together constitute the "Offer"),
receipt of which is hereby acknowledged, the number of common shares, par value
$.001 per share (the "Shares"), of W.P. Stewart & Co., Ltd., a Bermuda exempted
company, indicated below pursuant to the guaranteed delivery procedure set forth
in Section 2 of the Offer to Purchase.
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Number of Tendered Shares:
________________________________________________________________________________
Certificate No.(s) (if available):
________________________________________________________________________________
Check box if shares will be tendered by book-entry transfer: |_|
Name of Tendering Institution:
________________________________________________________________________________
The Depositary Trust Company Account Number:
________________________________________________________________________________
Dated: __________________________________________________________________ , 2007
Name(s) of Record Holder(s):
________________________________________________________________________________
(Please Print)
Address(es):
________________________________________________________________________________
(Zip Code)
Area Code and Telephone No.(s):
________________________________________________________________________________
SIGN HERE
Signature(s):
________________________________________________________________________________
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a bank, broker, dealer, credit union,
savings association or other entity which is a member in good standing of a
recognized Medallion Program approved by the Securities Transfer Association
Inc., including the Securities Transfer Agents Medallion Program (STAMP), the
Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange
Medallion Signature Program (MSP) or any other "eligible guarantor institution"
(as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended), guarantees (1) that the above named person(s) "own(s)" the
shares tendered hereby within the meaning of Rule 14e-4 under the Exchange Act,
(2) that such tender of shares complies with Rule 14e-4 under the Exchange Act
and (3) to deliver to the Company either the certificates evidencing all
tendered shares, in proper form for transfer, or a book-entry confirmation (as
defined in the Offer to Purchase) with respect to such shares, in either case,
together with the letter of transmittal (or a facsimile thereof), properly
completed and duly executed, with any required signature guarantees or an
agent's message (as defined in the Offer to Purchase) in the case of a
book-entry delivery, and any other required documents, all within three business
days after the date hereof.
The eligible guarantor institution that completes this form must
communicate the guarantee to the depositary and must deliver the letter of
transmittal and share certificates to the Company within the time period
indicated herein. Failure to do so may result in financial loss to such eligible
guarantor institution.
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Name of Firm:
________________________________________________________________________________
(Authorized Signature)
Address:
________________________________________________________________________________
(Zip Code)
Title:
________________________________________________________________________________
Name:
________________________________________________________________________________
(Please Print or Type)
Area Code and Telephone No.:
________________________________________________________________________________
Dated: __________________________________________________________________ , 2008
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NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. SHARE CERTIFICATES
SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.