RE:RE:deisman, Re: escrow sharesESCROWED SECURITIES
To the Administrator's knowledge, the following table sets forth, as of the date hereof, all of the Units held in escrow or that are subject to a contractual restriction on transfer, and the percentage that number represents of the total number of outstanding Units.
Designation of Class
Number of Securities held in Escrow or that are Subject to a Contractual Restriction on Transfer Percentage of Class Units – 24 Month Hold(1) 3,215,000 5.6%
Notes: (1) These Units are subject to the Transfer Restriction prohibiting the sale of such Units through the facilities of the TSX or any stock exchange or securities trading platform until June 24, 2018. See "Escrowed Securities — Lock Up Restrictions".
The transfer agent and registrar for the Units is Computershare at its principal offices in Toronto, Ontario and Calgary, Alberta where transfers of securities may be recorded. See "Transfer Agent and Registrar".
Lock Up Restrictions
Each of the 2016 LLC Sellers delivered a lock-up agreement in connection with the 2016 Tender Offer, which prohibits such 2016 LLC Seller from selling any Units that they received as part of the 2016 Purchase Price (collectively, the "Locked-Up Units") through the facilities of the TSX or any other stock exchange or securities trading platform (the "Transfer
Restriction") during the restriction period applicable to the Units held by any such 2016 LLC Seller described below, unless such 2016 LLC Seller has obtained the prior written consent of the underwriters to the 2016 Tender Offer.
Each 2016 LLC Seller who, together with any other person who, immediately prior to the closing of the 2016 Tender Offer, held Membership Units and was determined by the Trust to be acting jointly or in concert with such 2016 LLC Seller, and/or under common control, or with a common manager or management with such 2016 LLC Seller, directly or indirectly, beneficially owned or exercised control or direction over 1.0% or less of the issued and outstanding Units, on a non-diluted basis, as of the date of the closing of the 2016 Tender Offer, after giving effect to the Units issued under the 2016 Tender Offer, was subject to the Transfer Restriction for a period of six months following the closing of the 2016 Tender Offer (being December 24, 2016) in respect of 100% of the Locked-Up Units held by such 2016 LLC Seller. The Transfer Restriction applicable to the Locked-Up Units held by these 2016 LLC Sellers was eligible to be removed effective December 24, 2016.
Each 2016 LLC Seller who, together with any other person who, immediately prior to the closing of the 2016 Tender Offer, held Membership Units and was determined by the Trust to be acting jointly or in concert with such 2016 LLC Seller, and/or under common control, or with a common manager or management with such 2016 LLC Seller, directly or indirectly, beneficially owned or exercised control or direction over more than 1.0% of the issued and outstanding Units, on a non-diluted basis, as of the date of the closing of the 2016 Tender Offer, after giving effect to the Units issued under the 2016 Tender Offer, was, and shall be, subject to the Transfer Restriction for a period ending: (i) six months following the closing of the 2016 Tender Offer (being December 24, 2016) for 34.6% of the Locked-Up Units; (ii) 12 months following the closing of the 2016 Tender Offer (being June 24, 2017) for an additional 21.8% of the Locked-Up Units; (iii) 18 months following the closing of the 2016 Tender Offer (being December 24, 2017) for an additional 21.8% of the Locked-Up Units; and (iv) 24 months following the closing of the 2016 Tender Offer (being June 24, 2018) for the final 21.8% of the Locked-Up Units.
As of the date of this Annual Information Form, 3,215,000 Units held by the 2016 LLC Sellers remain subject to the Transfer Restriction, representing approximately 5.6% of the issued and outstanding Units. The Transfer Restriction on these Units is eligible to be removed on June 24, 2018
From sedar.com -- search Crius Energy - Mar 8 2018 - Annual Information Form - English P34-5