RE:RE:RE:RE:RE:RE:An offer from GASame for all debentures (9%, 7.5% and 5.5%)
Change of Control
Upon the occurrence of a Change of Control, the REIT will be required to make an offer in writing to purchase, in whole or in part, the Debentures then outstanding (the “Debenture Offer”), on a date (the “Offer Date”) which is not later than 30 days following the date upon which the REIT provides notice of the Change of Control to the Debenture Trustee as set out below, in accordance with the requirement of applicable Canadian securities laws, in lawful money of Canada at a price equal to 101% of the principal amount thereof (the “Offer Price”) plus accrued and unpaid interest up to, but excluding, the Offer Date.
If 90% or more of the aggregate principal amount of the Debentures outstanding on the date the REIT provides notice of the Change of Control to the Debenture Trustee have been tendered for purchase pursuant to the Debenture Offer, the REIT will have the right to redeem all the remaining Debentures at the Offer Price. Notice of such redemption must be given to the Debenture Trustee within 10 days following the expiry of the Offer Date and promptly thereafter, by the Debenture Trustee to the holders of Debentures not tendered pursuant to the Debenture Offer.
The Indenture contains notification provisions to the following effect: (i) the REIT will, as soon as practicable, and in any event no later than ten business days after the occurrence of a Change of Control, give written notice to the Debenture Trustee and the Debenture Trustee will, as soon as practicable thereafter, and in any event no later than two business days thereafter, deliver to the Debenture Holders a notice of the Change of Control, which will include a description of the Change of Control, details of the Debenture Offer and a description of the rights of the REIT to redeem untendered Debentures; and (ii) a Debenture Holder, to accept the Debenture Offer, must deliver to the Debenture Trustee, not less than five business days prior to the Offer Date, written notice of the holder’s acceptance of the Debenture Offer.