NexC Partners Corp. To Trade On Toronto Stock Exchange
NexC Partners Corp. (the “Corporation”) - An application has been granted for the original listing in the Industrial category of up to 22,970,000 Class A Shares (the “Shares”) of the Corporation, of which up to 15,000,000 Shares will be issued and outstanding and 7,970,000 Shares will be reserved for issuance, upon completion of an initial public offering.
Listing of the Shares will become effective at 5:01 p.m. on Tuesday, February 19, 2013, in anticipation of the offering closing on Wednesday, February 20, 2013. The Shares will be posted for trading at the opening on Wednesday, February 20, 2013.
Registration of interests in and transfers of the Shares will be made only through the book-based system administered by CDS Clearing and Depository Services Inc. (“CDS”). Non-certificated interests representing the aggregate Shares subscribed for under the Offering will be recorded, in the name of CDS or its nominee, on the register of the Corporation on the Closing Date. Upon purchase of any Shares, Shareholders will receive only a customer confirmation from the registered dealer which is a CDS Participant and from or through which the Shares are purchased.
Additional information on the Shares can be found in the Corporation's final prospectus dated January 28, 2013 (the “Prospectus”), which is available at www.SEDAR.com. Capitalized terms not otherwise defined are as defined in the Prospectus.
Stock Symbol: NXCCUSIP: 65340L 10 5Trading Currency: CDN$
Market Maker:W.D. Latimer Co. Limited
Address:77 King Street West
Manager:Purpose Investments Inc.
Investor Relations:Som Seif
Chief Executive Officer
Anthony L. Cox
Chief Financial Officer
Chief Financial Officer:Anthony L. Cox
Corporate Secretary:Som Seif
Incorporation:The Corporation is incorporated under the laws of the Province of Ontario by Articles of Incorporation dated December 17, 2012.
Fiscal Year End:December 31
Nature of Business:The Corporation will invest in a portfolio of approximately 40 high quality North American dividend-paying equity securities based on a fundamental rules-based portfolio selection strategy.
& Registrar:Equity Financial Trust Company at its principal office in Toronto.
Distributions: The Corporation intends to declare and pay quarterly cash distributions initially equal to $0.125 per Share. On an annualized basis, this would represent a yield on the Offering price of approximately 5.00%. Such distributions are expected to consist of ordinary dividends but may include non-taxable returns of capital and capital gains dividends. Such quarterly distributions are expected to be paid by the Corporation on or before the last Business Day of March, June, September and December in each year. Based on the expected closing date of February 20, 2013, the initial distribution will be $0.055 per Share and is expected to be payable on or before March 29, 2013.
Class F Shares:A holder of Class F Shares may convert Class F Shares into Class A Shares. The Class F Shares are designed for fee-based accounts and will not be listed on a stock exchange.
Class F Shares may be converted in any week on the last Business Day of such week by delivering written notice to the Registrar and Transfer Agent and surrendering such Class F Shares by 5:00 p.m. (Toronto time) at least 2 Business Days prior to the Conversion Date. For each Class F Share so converted, a holder will receive that number of Class A Shares equal to the Net Asset Value per Class F Share as of the close of trading on the Conversion Date divided by the Net Asset Value per Class A Share as of the close of trading on the Conversion Date. No fraction of a Class A Share will be issued upon any conversion of Class F Shares. If the conversion of such Class F Shares would result in the issuance of a fractional Class A Share, the Corporation will, following the Conversion Date, forward a cash payment to CDS equal to $10.00 multiplied by such fraction of a Class A Share, in lieu of issuing a fractional Class A Share.
A holder of Class A Shares may convert Class A Shares into Class F Shares. Class A Shares may be converted in any week on the last Business Day of such week by delivering written notice to the Registrar and Transfer Agent and surrendering such Class A Shares by 5:00 p.m. (Toronto time) at least 2 Business Days prior to the Conversion Date. For each Class A Share so converted, a holder will receive that number of Class F Shares equal to the Net Asset Value per Class A Share as of the close of trading on the Conversion Date divided by the Net Asset Value per Class F Share as of the close of trading on the Conversion Date. No fraction of a Class F Share will be issued upon any conversion of Class A Shares. If the conversion of such Class A Shares would result in the issuance of a fractional Class F Share, the Corporation will, following the Conversion Date, forward a cash payment to CDS equal to $10.00 multiplied by such fraction of a Class F Share, in lieu of issuing a fractional Class F Share.
Private Placement:The Corporation intends to issue, on a private placement basis, Class J Shares (the “Private Placement”) at a price of $10.00 per Class J Share. The Class J Shares will not be listed on a stock exchange. The Private Placement is expected to close on or about the Closing Date. Class J Shares are convertible into Class A Shares at a conversion ratio based on the relative Net Asset Value per Class A Share and per Class J Share.
Initial Public Offering:Pursuant to the terms of the Prospectus, a maximum of 15,000,000 Shares at a price of $10.00 per Share, are being offered to the public by TD Securities Inc., CIBC World Markets Inc., RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., Canaccord Genuity Corp., GMP Securities L.P., National Bank Financial Inc., Scotia Capital Inc., Macquarie Private Wealth Inc., Raymond James Ltd., Desjardins Securities Inc., Dundee Securities Ltd., Manulife Securities Incorporated and Rothenberg Capital Management Inc., as agents.