Offer to Purchase for Cash
Up to
19,902,000 Common Shares
of
W.P. Stewart & Co., Ltd.
at
$1.60 Net Per Share
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THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON WEDNESDAY, JULY 9, 2008 UNLESS THE OFFER IS EXTENDED
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May 28, 2008
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by Arrow Masters LP, a Delaware limited
partnership, Arrow Partners LP, a Delaware limited partnership, and Arrow
Offshore, Ltd., a Cayman Islands exempted company (collectively "Purchaser"), to
act as Information Agent in connection with Purchaser's offer to purchase up to
19,902,000 common shares, par value $.001 per share (the "shares"), of W.P.
Stewart & Co., Ltd. (the "Company"), at a purchase price of $1.60 per share, net
to the seller in cash (subject to applicable withholding of United States
federal, state and local taxes), less the per share amount of dividends, if any,
declared and payable by the Company between May 28, 2008 and the date on which
the Purchaser becomes record holder of the shares, without interest thereon,
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") enclosed herewith. Holders of shares whose certificates
for such shares are not immediately available or who cannot deliver their share
certificates and all other required documents to Computershare, the depositary
for the Offer (the "depositary") on or prior to the expiration date (as defined
in the Offer to Purchase), or who cannot complete the procedure for book entry
transfer on a timely basis, must tender their shares according to the guaranteed
delivery procedures set forth in Section 2 of the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold shares registered in your name or in the name of
your nominee.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. The Offer to Purchase.
2. The letter of transmittal to tender shares for your use and for the
information of your clients. Facsimile copies of the letter of
transmittal may be used to tender shares.
3. The Notice of Guaranteed Delivery for shares to be used to accept
the Offer if share certificates are not immediately available or if
such certificates and all other required documents cannot be
delivered to the Company on or prior to the expiration date or if
the procedure for book-entry transfer cannot be completed by the
expiration date.
4. A printed form of letter which may be sent to your clients for whose
accounts you hold shares registered in your name or in the name of
your nominee, with space provided for obtaining such clients'
instructions with regard to the Offer.
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
6. A return envelope addressed to the Company.
Your prompt action is requested. Certain conditions to the Offer are
described in Section 13 to the Offer to Purchase. We urge you to contact your
clients as promptly as possible. Please note that the Offer and withdrawal
rights expire at 5:00 pm, Eastern time, on Wednesday, July 9, 2008, unless the
Offer is extended.
The Offer is being made pursuant to the terms of an Investment Agreement
dated as of May 20, 2008, between the Purchaser and the Company.
In order to take advantage of the Offer, (1) a duly executed and properly
completed letter of transmittal (or a facsimile thereof) and any required
signature guarantees, or an agent's message (as defined in the Offer to
Purchase) in connection with a book-entry delivery of shares, and other required
documents should be sent to the depositary, and (2) either share certificates
representing the tendered shares should be delivered to the depositary or such
shares should be tendered by book-entry transfer and a book-entry confirmation
(as defined in the Offer to Purchase) with respect to such shares should be
delivered to the depositary, all in accordance with the instructions set forth
in the letter of transmittal and the Offer to Purchase.
Holders of shares whose share certificates are not immediately available
or who cannot deliver their share certificates and all other required documents
to the depositary on or prior the expiration date of the Offer, or who cannot
complete the procedure for delivery by book-entry transfer on a timely basis,
must tender their shares according to the guaranteed delivery procedures set
forth in Section 2 of the Offer to Purchase.
In all cases, payment for shares accepted for payment pursuant to the
offer will be made only after timely receipt by the depositary of (1) the
certificates for (or a timely book-entry confirmation (as defined in the Offer
to Purchase) with respect to) such shares, (2) 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 effected pursuant
to the procedures set forth in section 2 of the Offer to Purchase, an agent's
message (as defined in the Offer to Purchase), and (3) any other documents
required by the letter of transmittal. Accordingly, tendering shareholders may
be paid at different times depending on when certificates for shares or
book-entry confirmations with respect to shares are actually received by the
depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE
OF THE SHARES TO BE PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF OR
AMENDMENT TO THE OFFER OR ANY DELAY IN PAYING FOR SUCH SHARES.
The Purchaser will not pay any commissions or fees to any broker, dealer
or other person (other than the depositary and MacKenzie Partners, Inc. (the
"information agent") (as described in the Offer to Purchase)) for soliciting
tenders of shares pursuant to the Offer. The Purchaser will, however, upon
request, reimburse you for customary clerical and mailing expenses incurred by
you in forwarding any of the enclosed materials to your clients. The Purchaser
will pay or cause to be paid any stock transfer taxes payable on the transfer of
shares to it, except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
Inquiries you may have with respect to the Offer should be addressed to
the undersigned information agent, at the respective addresses and telephone
numbers set forth on the back cover of the Offer to Purchase. Additional copies
of the enclosed materials may be obtained from the information agent.
Very truly yours,
MACKENZIE PARTNERS, INC.
Nothing contained herein or in the enclosed documents shall render you or any
other person, the agent of the Purchaser, the depositary or the information
agent, or any affiliate of any of them, or authorize you or any other person to
make any statement or use any document on behalf of any of them in connection
with the Offer other than the enclosed documents and the statements contained
therein.