News Release
O’Leary Global Infrastructure Fund To Trade On Toronto Stock Exchange
O’Leary Global Infrastructure Fund (the “Fund”) - An application has been granted for the original listing in the Industrial category of 9,583,334 Class A Combined Units (“Class A Combined Units”) of the Fund, of which up to 8,333,334 Class A Combined Units will be issued and outstanding, and up to 1,250,000 Class A Combined Units will be reserved for issuance upon completion of an initial public offering at a price of $12.00 per Class A Combined Unit.
Listing of the Class A Combined Units will become effective at 5:01 p.m. on Thursday, November 13, 2008 in anticipation of the offering closing on Friday, November 14, 2008. The Class A Combined Units will be posted for trading at the opening on Friday, November 14, 2008.
At a future date to be announced by Toronto Stock Exchange (“TSX”), each Class A Combined Unit will separate into one transferable Class A trust unit (a “Class A Unit”) and one Class A Unit purchase warrant (a “Class A Warrant”). The Class A Combined Units will separate into Class A Units and Class A Warrants upon the earlier of the closing of the over-allotment option and the 30th day following the closing of the offering. Each Class A Warrant entitles the holder to purchase one Class A Unit at a subscription price of $12.00 on or before 5:00 p.m. (Toronto time) on November 30, 2009. Class A Warrants not exercised by the expiry time will be void and of no value.
Upon separation of the Class A Combined Units, the Class A Units and the Class A Warrants will be listed on TSX.
The offering will be conducted through the book-based system; accordingly, a purchaser of Class A Combined Units will receive a customer confirmation from the registered dealer from or through which the Class A Combined Units are purchased.
Additional information on the Class A Combined Units, Class A Units and the Class A Warrants can be found in the final prospectus dated October 29, 2008 (the “Prospectus”), which is available at www.SEDAR.com. Capitalized terms not otherwise defined are as defined in the Prospectus.
Stock Symbol: “OGN.A”
CUSIP: 67088H 30 4
Trading Currency: CDN$
Temporary Market Maker: Jones, Gable & Company Limited
Other Markets: None
Head Office Address: 1010 Sherbrooke Street West
Suite 2310
Montreal, Quebec
H3A 2R7
Head Office Telephone Number: (514) 849-2007
Fax Number: (514) 849-0065
Toll Free: 877-849-2004
Email Address: info@stantonasset.com
Website Address: www.stantonasset.com
Manager: Gencap Funds LP
Portfolio Advisor: Stanton Asset Management Inc.
Custodian: RBC Dexia Investor Services Trust
Investor Relations: Connnor O’Brien
Gencap Funds LP
Tel: (514) 849-2007
E-mail: info@stantonasset.com
Chief Financial Officer & Secretary of the
Manager: Louise Anne Poirier
Montreal, Quebec
Incorporation: The Fund is an investment trust established under the laws of the Province of Ontario pursuant to a declaration of trust dated October 29, 2008.
Fiscal Year End: December 31
Nature of Business: The Fund has been created to invest globally in: (i) publically traded equity and debt securities issued by infrastructure issuers with market capitalizations of at least $1 billion; and (ii) investments in equity and debt securities of private issuers having infrastructure assets or operations.
Transfer Agent & Registrar: Computershare Investor Services Inc. at its principal offices in Toronto.
Distributions: The Fund intends to make monthly distributions to unitholders of record on the last business day of each month. Distributions will be paid on a business day designated by the Manager that will be no later than the 15th day of the following month. The initial monthly distributions are targeted to be $0.06 per Class A Unit ($0.72 per annum). The Fund will not have a fixed monthly distribution but will determine and announce each December, commencing in 2009, an expected distribution amount for the following twelve months. The initial cash distribution is anticipated to be payable on January 15, 2009 to unitholders of record on December 31, 2008.
If the return on the Portfolio (including net realized capital gains from the sale of securities) is less than the amount necessary to fund the monthly distributions, the Manager will return a portion of the capital of the Fund to unitholders to ensure the distribution is paid and, accordingly, NAV per Class A Unit of each class will be reduced.
If the Fund’s net income for tax purposes, including net realized capital gains, for any year exceeds the aggregate amount of the regular monthly distributions made in the year to unitholders, the Fund will also be required to pay one or more special distributions in such year to unitholders as is necessary to ensure that the Fund will not be liable for income tax on such amounts under the Tax Act (after taking into account all available deductions, credits and refunds).
There can be no assurance given as to the amount of targeted distributions in the future. There is no assurance that the Fund will meet its investment objectives.
Redemption: Annual Redemption: Commencing in 2010, Class A Units may be surrendered annually for redemption during the period from April 15th until 5:00 p.m. (Toronto time) on the 20th business day before the last business day in May in each year (the “Notice Period”) subject to the Fund’s right to suspend redemptions in certain circumstances. Class A Units surrendered for redemption during the Notice Period will be redeemed on the second last business day of May of each year (the “Annual Redemption Date”) and the unitholder will receive payment on or before the 15th day following the Annual Redemption Date. Redeeming unitholders will be entitled to receive a redemption price per Class A Unit equal to the NAV per Class A Unit determined as of the Annual Redemption Date, less any costs and expenses incurred by the Fund in
connection with funding the redemption (the “Annual Redemption Amount”).
Monthly Redemption: Class A Units may be surrendered for redemption in any month. Class A Units properly surrendered for redemption by a unitholder prior to 5:00 p.m. (Toronto time) on the 10th business day before the last business day of a month will be redeemed on the second last day of that month (“Monthly Redemption Date”) and the unitholder will receive payment on or before the 15th day following such Monthly Redemption Date, subject to the Fund’s right to suspend redemptions in certain circumstances. unitholders depositing Class A Units subsequent to April 15th and prior to 5:00 p.m. (Toronto Time) on the 20th business day before the last business day in May will receive the Annual Redemption Amount. A unitholder who properly surrenders a Class A Unit for redemption will receive the amount, if any, equal to the lesser of (A) 95% of the weighted average trading price of the Class A Units on TSX during the 15 trading days preceding the applicable Monthly Redemption Date, and (B) the “closing market price” of the Class A Units on the principal market on which the Class A Units are quoted for trading on the applicable Monthly Redemption Date.
Initial Public Offering: Pursuant to the terms of the Prospectus, a maximum of 8,333,334 Class A Combined Units at a price of $12.00 per Unit are being offered to the public by CIBC World Markets Inc., RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., Scotia Capital Inc., Blackmont Capital Inc., Wellington West Capital Inc., Dundee Securities Corporation, HSBC Securities (Canada) Inc., Raymond James Ltd. and Richardson Partners Financial Limited, as agents. In addition, the agents have 30 days from closing to exercise an over-allotment option to purchase up to 15% of the aggregate number of Class A Combined Units issued on closing at a price of $12.00 per Class A Combined Unit.
