The $400 million share repurchase authorization is designed to address the additional common shares
PMI will issue on November 15, 2006 under the terms of its 5.
The company expects that after the 5 years holding period, set to expire March 31, 2011, the majority shareholders will not exchange their preferred shares for common shares
since the preferred shares carry the same voting rights as common shares
Acquireco"), a private non-arm's length company controlled by certain officers of Direct IT, in consideration for the assumption of all liabilities of the existing business and operations of Direct IT plus 1,020,000 common shares
of Direct IT.
Furthermore, the Corporation has agreed to pay a fee of $5,005 and issue non-transferable compensation options to purchase 12,833 common shares
at a price of $0,39 per share for a period of two years of the closing to another dealer in relation with the private placement.
In no event will the conversion price on the common shares
issued as interest be less than the Market Price reserved for the Private Placement.
After completion of the amalgamation, holders of Common Shares
of the Corporation will hold 6,532,664 Common Shares
Including the titles issued with this second closing, the Metanor's capital is composed of 19,142,598 common shares
, 7,949,467 common share
purchase warrants, 491,600 broker warrants (including 187,500 broker warrants to subscribe for A Units).
Each Debt Unit will be comprised of one (1) common share
and one (1) non-transferable common share
purchase warrant (a "Debt Warrant").
Under the terms of the letter agreement, Newco completed a private placement on December 21, 2005 of 15,000,000 Newco common shares
(the "Newco Common Shares
") at $0.
Finally Desjardins Securities will receive as corporate financial advisor a working fee of 100,000 common share
purchase warrants, each entitling its holder to subscribe one common share
of Metanor at any time during the 18 months following the closing at a price of $0.
Where applicable a finder's warrant entitling the holder for a period of 18 months from the Closing, to acquire Common Share
Units equal to 10% of the number of Units sold (or the maximum allowed by the TSX-V Exchange) at a price of C$0.
As a result of these conversions, 9,329,705 common shares
, 7,700,255 warrants to acquire common shares
at a price of $0.