RE:Now or never.I've also researched the dissent option, and I saw a few roadblocks:
i) it is for registered shareholders
ii) You must send Torstar your Share certificate for them to be marked
iii) You may lose any Shareholder rights
(i) and (ii) take time and have admin fees depending on your brokerage/bank.
From the Torstar circular: Am I entitled to Dissent Rights? Only Registered Shareholders are entitled to dissent. Dissent Rights must be exercised by providing written notice to Torstar not later than 5:00 p.m. (Toronto time) on July 17, 2020 (or 5:00 p.m. (Toronto time) on the date that is two Business Days immediately preceding any adjourned or postponed Meeting, as the case may be) in the manner described under the heading “Dissent Rights of Shareholders”. Failure to properly exercise Dissent Rights may result in the loss or unavailability of the right to dissent. If a Registered Shareholder properly exercises the Dissent Rights, and the Arrangement is completed, the Dissenting Shareholder will be entitled to be paid the fair value of its Class A Shares or Class B Shares, as applicable, as of the close of business on the Business Day before the day the Arrangement Resolution is adopted. This amount may be the same as, more than or less than the Consideration under the Arrangement.
Beneficial Shareholders desiring to exercise Dissent Rights must make arrangements for the Shares beneficially owned by such Shareholder to be registered in the Shareholder’s name in order to exercise Dissent Rights or, alternatively, make arrangements for the registered
holder of such Shares to dissent on the Shareholder’s behalf.
Reference Information about Right to Dissent Implicaitons What happens after shareholders file a notice of dissent?
Within 10 days after the resolution in question is adopted, the corporation must send a written notice of its adoption (a “Confirmation Notice”) to all shareholders that have filed and not withdrawn a Notice of Dissent. The Confirmation Notice must set out the rights of the dissenting shareholder and how to exercise those rights.
- Demand for Payment & Return of Share Certificate
Upon receiving a Confirmation Notice, the dissenting shareholders are under strict timelines to submit to the corporation a Demand for Payment of the fair value of their shares and heir share certificates.
The corporation must then mark the respective share certificates to show they represent dissenting shares.
Not later than seven days after the later of the day on which the action approved by the resolution is effective and the day the corporation receives the Demand for Payment, the corporation must send to each dissenting shareholder a written Offer to Pay. The Offer to Pay must set out an amount considered by the directors to be the fair value of the shares and be accompanied by a statement showing how the fair value was determined. This determination may require help from a professional valuator .
The Offer to Pay remains open for a set period of time. If the Offer to Pay is accepted by the dissenting shareholder during this time, the corporation has to make payment within ten days of acceptance. If the Offer to Pay lapses and is not accepted or the Offer to Pay was never made, the parties may be able to apply to court to fix the fair value of the dissenting shareholders shares.
There may be tax issues regarding the payment for the dissenting shareholders shares. We encourage clients to seek tax advice prior to making or accepting any such offers.
What are the dissenter’s rights?
Once a shareholder sends a Demand for Payment, that shareholder loses all rights as a shareholder, including the right to receive dividends, and is only entitled to be paid the fair value of the shares, except where:
- the dissenting shareholder withdraws his or her Demand for Payment prior to the corporation making an Offer to Pay;
- the corporation fails to make an Offer to Pay in the prescribed time period and the dissenting shareholder withdraws his or her Demand for Payment; or
- in certain circumstances, the directors revoke the resolution in question.
Dissenting shareholders are permitted to withdraw their dissent before the corporation submits its Offer to Pay, or the resolution is revoked (in limited circumstances).
If the dissent is withdrawn in accordance with the OBCA, then all of the shareholder’s rights are reinstated as of the date the shareholder sent the Demand for Payment
https://houserhenry.com/resources/publications/faq-dissenting-shareholders/