Jan. 25, 2013
Trimac Transportation Ltd. (" Trimac")
premier provider of bulk trucking, logistics, tank repair and cleaning services, and Trimac Holdings Ltd. announced today that Trimac has received a request from a wholly owned subsidiary of Trimac Holdings Ltd., the holder of all of its issued and outstanding class B convertible voting shares (the "Class B Shares"), to convert all of the Class B Shares into class A common shares in the capital of Trimac (the "Class A Shares") at the current conversion ratio attaching to the Class B Shares. The conversion ratio applicable to the transaction is 1.11489 Class A Shares for each Class B Share outstanding. Accordingly, pursuant to the transaction, 6,376,168 Class B Shares will be converted into 7,108,741 Class A Shares resulting in an additional 732,573 voting shares in the capital of Trimac becoming issued and outstanding. All 7,108,741 Class A Shares to be issued in connection with the transaction will be issued from treasury and the consideration for the issuance will be the surrender and cancellation of all of the issued and outstanding Class B Shares. As a result of the transaction, the Class B Shares will be cancelled and the previous holders of the Class B Shares will now receive a cash dividend on the 7,108,741 Class A Shares to be issued rather than an adjustment to the conversion ratio as set forth in the share terms attaching to the Class B Shares. The transaction is expected to close on or about
January 31, 2013.
Trimac Holdings Ltd. has stated that it has no current intention to dispose of any of the acquired Class A Shares or its current holdings and has no current intention to acquire any further Class A Shares. Trimac does not anticipate any material impact to its future capital plans resulting from the transaction including the increase in cash required to fund the cash dividend payable on the Class A Shares being issued.
Trimac Holdings Ltd. currently holds, directly and indirectly, 7,574,580 Class A Shares, representing 36.22% of all of the issued and outstanding Class A Shares, and 6,376,168 Class B Shares, representing 100% of all of the issued and outstanding Class B Shares. In the aggregate, Trimac Holdings Ltd. currently holds, directly and indirectly, 13,950,748 voting shares of Trimac, representing 51.13% of all of the issued and outstanding voting shares of Trimac. Following completion of the transaction, Trimac Holdings Ltd. will hold, directly and indirectly, 14,683,321 Class A Shares, representing 52.4% of all of the issued and outstanding Class A Shares, an increase of 14.91% over its current holdings of Class A Shares and an increase of 1.28% over its current holdings of voting shares of Trimac. While Trimac Holdings Ltd. is the direct and indirect holder of such Class A Shares, it does not exercise control or direction over any such shares.