GLV Inc.’s Class A Subordinate Voting Shares and Class B Multiple Voting Shares are listed on the Toronto Stock Exchange (TSX) under the symbols GLV.A and GLV.B respectively (effective August 21, 2008).
Description of Share Capital
Subordinate Voting Shares and Multiple Voting Shares
Conversion Privilege under Certain Circumstances
Loss of Multiple Voting Rights Adjustment
Preferred Shares
Description of Share Capital
The authorized share capital of GLV Inc. consists of an unlimited number of shares without par value: (i) GLV Inc.’s Class A Subordinate Voting Shares (Subordinate Voting Shares); (ii) GLV Inc. Class B Multiple Voting Shares (Multiple Voting Shares); and (iii) Preferred shares, issuable in series.
The following is a summary of the main provisions pertaining to GLV Inc.’s Multiple Voting Shares, GLV Inc.’s Subordinate Voting Shares and preferred shares as a class, subject to the complete text of the rights, privileges, restrictions and conditions associated with these shares.
Subordinate Voting Shares and Multiple Voting Shares
Subject to the rights, privileges, restrictions and conditions associated with preferred shares, the holders of GLV Inc.’s Multiple Voting Shares and GLV Inc.’s Subordinate Voting Shares are entitled to receive notice, to attend and to vote at all meetings of shareholders. At all such meetings, the holders of GLV Inc.’s Multiple Voting Shares are entitled to 10 votes per share held, and the holders of GLV Inc.’s Subordinate Voting Shares are entitled to one vote per share held.
GLV Inc.’s Multiple Voting Shares and GLV Inc.’s Subordinate Voting Shares will share equally, share for share, in any dividends declared, paid or set aside for payment by GLV Inc. In case of winding up or dissolution of GLV Inc., the holders of GLV Inc.’s Multiple Voting Shares and GLV Inc.’s Subordinate Voting Shares will share pro rata in the remaining assets of GLV Inc.
Conversion Privilege under Certain Circumstances
Pursuant to the Articles of GLV Inc., each GLV Inc.’s Multiple Voting Share is convertible, at any time, at the option of the holder, into one GLV Inc.’s Subordinate Voting Share. In addition, each GLV Inc.’s Subordinate Voting Share is deemed converted into one GLV Inc.’s Multiple Voting Share for the sole purposes of accepting an Offer made to the holders of GLV Inc.’s Multiple Voting Shares.
The “Offer” is defined in the Articles of GLV Inc. as a public takeover bid, an exchange or an issuer bid for GLV Inc.’s Multiple Voting Shares, other than an Exempt Offer (as defined below), which must, pursuant to the relevant legislation, be made to the holders of all GLV Inc.’s Multiple Voting Shares then outstanding. The term "Exempt Offer" is defined in the Articles of GLV Inc. as follows:
- an offer made to all the holders of GLV Inc.’s Multiple Voting Shares, which is made at the same time and the same price to the holders of GLV Inc.’s Subordinate Voting Shares under no less favorable terms and conditions, and dealing with a percentage of GLV Inc.’s Subordinate Voting Shares outstanding, at least equal to the percentage of outstanding GLV Inc.’s Multiple Voting Shares, which are subject to the Offer;
- an offer made by an offeror, exempted from the application of Chapters III and IV of Title IV of the Securities Act, as presently in force or as amended or reenacted, with the exception of an offer made through a recognized stock exchange.
However, in the following cases, GLV Inc.’s Subordinate Voting Shares will not be deemed convertible into GLV Inc.’s Multiple Voting Shares:
- if the number of GLV Inc.’s Subordinate Voting Shares which may be converted into GLV Inc.’s Multiple Voting Shares and tendered under the Offer is proportionally greater than the number of GLV Inc.’s Multiple Voting Shares which have been taken up and paid for by the offeror; in such case, GLV Inc.’s Subordinate Voting Shares not taken up shall be deemed to have never been converted into GLV Inc.’s Multiple Voting Shares;
- if less than 50% of GLV Inc.’s Multiple Voting Shares outstanding prior to the Offer, other than GLV Inc.’s Multiple Voting Shares owned by the offeror, or by associates or affiliates of the offeror, are deposited under the Offer, or
- if the Offer is withdrawn or the offeror does not take up and pay for GLV Inc.’s Multiple Voting Shares in accordance with the terms and conditions of the Offer.
Loss of Multiple Voting Rights
The Articles of GLV Inc. provide that if there are no longer any majority holders or if the majority holders (as defined in the Articles of GLV Inc.), directly or indirectly, cease to be beneficial owners of GLV Inc.’s Shares, carrying at least 25% of the votes attached to all issued and outstanding GLV Inc.’s Shares, GLV Inc.’s Multiple Voting Shares shall from then on be entitled to one vote per share.
Adjustment
A subdivision, consolidation or reclassification of GLV Inc.’s Multiple Voting Shares or GLV Inc.’s Subordinate Voting Shares may only be made if, at the same time, GLV Inc.’s Multiple Voting Shares or GLV Inc.’s Subordinate Voting Shares are affected in the same manner and under the same conditions.
Furthermore, subject to certain conditions, GLV Inc. may only issue GLV Inc.’s Multiple Voting Shares to maintain the relative percentage of voting rights attached to that class upon the issue of GLV Inc.’s Subordinate Voting Shares.
Preferred Shares
The Articles of GLV Inc. authorize the issue of preferred shares in one or more series and allow the directors to determine, without the approval of shareholders, the number and designation of the shares of each series, as well as the features of the shares of each specific series. Preferred shares do not grant their holders a voting right or either the right to receive notices of meetings or the right to attend meetings of shareholders. Preferred shares of all series rank pari passu with one another and take precedence over GLV Inc.’s Multiple Voting Shares and GLV Inc.’s Subordinate Voting Shares with regard to the payment of dividends, and the reimbursement of capital in the event of winding up or dissolution of GLV Inc.