Catalyst Capital Letter to Shareholders re: Offer to Purchase Common Shares of Hudson's Bay Company

TORONTO, July 22, 2019 /PRNewswire/ -

TO:       Shareholders of Hudson's Bay Company (TSX: HBC)

OFFER TO PURCHASE COMMON SHARES OF HUDSON'S BAY COMPANY

The Catalyst Capital Group Inc. ("Catalyst"), on behalf of investment funds managed by it (such funds and Catalyst are referred to herein as the "Offeror"), hereby offers to purchase up to an aggregate of 14,836,795 common shares ("Common Shares") of Hudson's Bay Company ("HBC"), including any Common Shares that may become issued and outstanding upon exercise, exchange or conversion of convertible securities after the date of the Offer but before the Expiry Time (as defined below), upon the terms and subject to the conditions set out below (the "Offer"). Catalyst's press release dated of even date herewith sets out the rationale behind the Offer and we urge all Shareholders (as defined below) to refer to such press release and to contact our information agent and depositary for the Offer, Laurel Hill Advisory Group (the "Depositary and Information Agent") at 70 University Avenue, Suite 1440, Toronto, ON, Canada M5J 2M4, or by toll-free telephone in North America at 1-877-452-7184 or by collect call outside North America at 1-416-304-0211 or by email at [email protected] for more information.

1  The Offer

The Offer is being made to all registered and beneficial shareholders of HBC (each a "Shareholder") to purchase up to an aggregate of 14,836,795 Common Shares from Shareholders at a price equal to $10.11 per Common Share (subject to applicable withholding taxes, if any) (the "Purchase Price") to be paid in cash on the terms and subject to the conditions set forth herein and in the letter of transmittal in respect of the Offer (the "Letter of Transmittal"). The Common Shares are listed on the Toronto Stock Exchange (the "TSX") under the trading symbol "HBC". The Purchase Price is equal to a 7% premium to the $9.45 per Common Share offered by certain insiders of HBC in their buyout proposal announced on June 10, 2019 (the "Insider Buyout Proposal"), an approximate 59% premium to the closing price of the Common Shares on the TSX on June 7, 2019 (the last trading day prior to the announcement of the Insider Buyout Proposal) and an approximate 52% premium to the volume-weighted average trading price on the TSX for the 30 trading days prior to the announcement of the Insider Buyout Proposal.

The Offer is open for acceptance until 5:00 p.m. (Toronto time) on Friday, August 16, 2019, or until such later time that the Offer may be extended or varied (the "Expiry Time"), or, in the event the conditions to the Offer are not met, until the Offer is withdrawn by Catalyst, in each case in its sole and absolute discretion.

In accordance with the terms of the Letter of Transmittal, a Shareholder that validly deposits Common Shares pursuant to the Offer (each, a "Deposited Common Share"), will appoint representatives of Catalyst as its nominees and proxy in respect of all Deposited Common Shares that are taken up and purchased under the Offer for any meeting of holders of relevant securities of HBC (whether annual, special or otherwise or any adjournment or postponement thereof). Catalyst is relying on the exemption under section 9.2(4) of National Instrument 51‐102 ‐ Continuous Disclosure Obligations to make a public broadcast solicitation for proxies. For further details, please see Section 10 of Schedule "A" to this letter.

Please refer to Schedule "A" to this letter for more details on the Offer.

2  Manner of Acceptance

Registered Shareholders who wish to accept the Offer must, prior to the Expiry Time, complete and execute the Letter of Transmittal and tender it, or a manually executed facsimile thereof, together with physical certificates or DRS Statements representing Common Shares and any other documents required by the Letter of Transmittal, to the Depositary and Information Agent at the office of the Depositary and Information Agent set out on the back page of the Letter of Transmittal. Beneficial holders of Common Shares ("Beneficial Shareholders") who wish to accept the Offer should contact their intermediary or clearing agency for instructions and assistance in receiving the consideration for their Common Shares.

Shareholders can contact the Depositary and Information Agent for detailed instructions on how to deposit their Common Shares to the Offer.

The Depositary and Information Agent for the Offer is:

Laurel Hill Advisory Group
70 University Avenue, Suite 1440
Toronto, ON M5J 2M4

North American Toll Free Phone:
1-877-452-7184

Collect Outside of North America:
1-416-304-0211

E-mail: [email protected]

By Mail:
PO Box 370, STN Adelaide
Toronto, Ontario
Canada M5C 2J5

By Registered Mail, Hand or Courier:
70 University Avenue, Suite 1440
Toronto, Ontario
Canada M5J 2M4

Facsimile:
1-416-646-2415

By depositing your Common Shares to the Offer you are agreeing to and acknowledging the terms and conditions set out in this letter, including Schedule "A", and the Letter of Transmittal.

You are advised to seek independent legal advice with respect to the Offer and the consequences of the consummation of the transactions contemplated herein.

THE OFFER, AND THE RELATED LETTER OF TRANSMITTAL, HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR ANY OTHER SECURITIES REGULATORY AUTHORITY (IN CANADA OR ELSEWHERE) OR SECURITIES EXCHANGE, NOR HAS ANY SECURITIES REGULATORY AUTHORITY OR SECURITIES EXCHANGE PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS OFFER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

3  Terms and Conditions of the Offer

The Offer is subject to and conditional on the terms and conditions set out in Schedule "A" attached to this letter.

Should you have any questions with respect to the Offer or require any assistance delivering your Common Shares, please contact the Depositary and Information Agent at 1-877-452-7184 (North American Toll Free Number) or 1-416-304-0211 (collect outside North America). You can also email the Depositary and Information Agent at [email protected].

SCHEDULE "A"

TERMS AND CONDITIONS OF OFFER TO PURCHASE COMMON SHARES
OF HUDSON'S BAY COMPANY

1  The Offer

The Offeror offers to purchase a maximum of up to 14,836,795 Common Shares, in the aggregate, at a price equal to $10.11 per Common Share to be paid in cash, all subject to the terms and conditions set forth herein.

Notwithstanding any other provision of the Offer, Catalyst expressly reserves the right, in its sole and absolute discretion at any time, to: (i) extend or vary the Offer at any time; (ii) withdraw the Offer if the conditions thereto are not met and, if withdrawn, Catalyst will not be required to take up or pay for any Common Shares delivered pursuant to the Offer; or (iii) extend the period of time during which the Offer is open, and if so extended, postpone taking up and paying for any Common Shares delivered under the Offer. If the Offer is withdrawn by Catalyst, Catalyst shall cause all Common Shares delivered pursuant to the instructions below to be returned to the Shareholders.

For so long as the Offer remains outstanding, the Offeror will not purchase Common Shares other than under the Offer.

All terms and conditions of the Offer contained in this Schedule "A" should be carefully reviewed by Shareholders wishing to deposit their Common Shares to the Offer.

2  The Deposit of Common Shares to the Offer

Registered Shareholders that wish to accept the Offer must, prior to the Expiry Time, complete and execute the Letter of Transmittal and tender it, or a manually executed facsimile thereof, together with physical certificates or DRS Statements representing Common Shares and any other documents required by the Letter of Transmittal, to the Depositary and Information Agent at the office of the Depositary and Information Agent set out on the back page of the Letter of Transmittal.

A copy of the Letter of Transmittal has been posted at www.sedar.com under HBC's profile, and can be obtained by Shareholders without charge from the Depositary and Information Agent at 1-877-452-7184 (North American Toll Free Number) or 1-416-304-0211 (collect outside North America), or  by email at [email protected].

The Letter of Transmittal is to be used by registered Shareholders only and is NOT to be used by Beneficial Shareholders. A Beneficial Shareholder does not have Common Shares registered in his, her or its name; rather, such Common Shares are held by an intermediary or clearing agency such as CDS & Co. (each, an "Intermediary"). If you are a Beneficial Shareholder, you should contact your Intermediary for instructions and assistance in receiving the consideration for your Common Shares.

Shareholders who have accepted the Offer through a book-entry transfer will be deemed to have completed and submitted a Letter of Transmittal and will be bound by the terms thereto.

Given the settlement rules of the TSX, Shareholders who purchase Common Shares less than two (2) trading days prior to the Expiry Time should contact their investment dealer, broker or other Intermediary to confirm if they are eligible to participate in the Offer.

In accordance with the Letter of Transmittal, each Shareholder accepting the Offer shall have or be deemed to have:

(i)  acknowledged receipt of the Offer and this letter and acknowledged entering into a binding agreement in respect of the Deposited Common Shares taken up and paid for between the Shareholder and the Offeror in accordance with the terms and conditions of the Offer as set out in this letter and the Letter of Transmittal;

(ii)  transmitted the Deposited Common Shares for transfer under the Offer;

(iii)  acknowledged that the delivery of the Deposited Common Shares shall be effected, and the risk of loss to such Deposited Common Shares shall pass, only upon proper receipt thereof by the Depositary and Information Agent;

(iv)  revoked any and all authority, other than as granted in the Letter of Transmittal, whether as agent, attorney, attorney-in-fact, proxy or otherwise, previously conferred or agreed to be conferred at any time with respect to the Deposited Common Shares and agreed that no subsequent authority will be granted with respect to the Deposited Common Shares, other than as granted in the Letter of Transmittal, unless the Deposited Common Shares are not taken up and paid for under the Offer or are properly withdrawn;

(v)  agreed: (a) not to vote any of the Deposited Common Shares taken up and paid for under the Offer at any meeting or meetings of holders of relevant securities of HBC and not to exercise any other rights or privileges attached to such Deposited Common Shares, or otherwise act with respect thereto, (b) to execute and deliver to the Offeror, at any time, and from time to time, as and when requested by, and at the expense of, the Offeror, any and all instruments of proxy, authorizations or consents, in form and on terms satisfactory to the Offeror, in respect of any such Deposited Common Shares, and (c) to designate in any such instruments of proxy, the person or persons specified by the Offeror as the proxyholder of the undersigned in respect of all or any such Deposited Common Shares;

(vi)  acknowledged and agreed that, subject to the terms and conditions of the Offer and except as provided below, by accepting the Offer, the Shareholder irrevocably assigns to the Offeror, and the Offeror will thereby acquire, free and clear of all liens, restrictions, charges, encumbrances, claims, adverse interests, equities and rights of others, all of the rights and benefits of such Shareholder in and to the Deposited Common Shares tendered to the Depositary and Information Agent under the Offer and in and to all rights and benefits arising from such Deposited Common Shares, including any and all dividends, distributions, payments, securities, property and other interests (collectively, "Distributions" and each individually a "Distribution"), which may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Deposited Common Shares, or any of them, on or after the date of the Offer, including any dividends, distributions or payments on such Distributions; if, notwithstanding such assignment, any Distributions are received by or made payable to or to the order of the Shareholder, then (a) the Offeror will be entitled to all rights and privileges as the holder of any such Distribution and such Distribution shall be received and held by the Shareholder for the account of the Offeror and shall be promptly remitted and transferred by the Shareholder to the Depositary and Information Agent for the account of the Offeror, accompanied by appropriate documentation of transfer, or (b) its sole discretion, the Offeror may, in lieu of such remittance or transfer, reduce the amount of the consideration payable to the Shareholder under the Offer by deducting an appropriate amount otherwise payable by the Offeror to the Shareholder pursuant to the Offer;

(vii)  represented and warranted that: (a) the Shareholder owns the Deposited Common Shares and has full power and authority to execute and deliver the Letter of Transmittal or cause the book-entry transfer to be made (as applicable) and to deposit, sell, assign and transfer the Deposited Common Shares (and any associated Distributions), (b) Deposited Common Shares and associated Distributions have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any such Deposited Common Shares or associated Distributions to any other person, other than under the Offer, (c) the deposit of the Deposited Common Shares complies with applicable securities laws, (d) all information provided by the Shareholder in the Letter of Transmittal is complete, true and accurate, (e) if the Deposited Common Shares are taken up and paid for by the Offeror in accordance with the terms of the Offer, the Offeror will acquire good title thereto (and to any associated Distributions) free and clear of all liens, restrictions, charges, encumbrances, claims and rights of others, (f) the Shareholder is not acting for the account or benefit of a person from any jurisdiction in which the acceptance of the Offer would not be in compliance with the laws of such jurisdiction and is not in, or delivering the Letter of Transmittal from, such a jurisdiction, (g)  the Shareholder is, and will immediately prior to the date that the Deposited Common Shares are taken up and paid for (the "Effective Date"), be, the legal owner and registered holder of the Deposited Common Shares, and (h) the Shareholder has, and will immediately prior to the Effective Date have, good title to the rights represented by the certificate(s) and/or DRS Statement(s) representing its Deposited Common Shares free and clear of all liens, charges, encumbrances, claims security interests and equities, together with all rights and benefits;

(viii)  agreed that that if, on or after the date of the Offer, HBC should divide, combine or otherwise change any of the Common Shares or its capitalization, or disclose that it has taken or intends to take any such action, the Offeror, in its sole discretion and without prejudice to its rights under Section 4 hereof, may make such adjustments as it considers reasonably appropriate to the Purchase Price and the other terms of the Offer to reflect that division, combination or other change;

(ix)  surrendered to the Offeror, effective on and after the Effective Date, all right, title and interest in and to all of the Deposited Common Shares evidenced by the certificate(s) and/or DRS Statement(s) transmitted with the Letter of Transmittal and irrevocably constituted and appointed, effective on and after the Effective Date, each director and officer of the Offeror, and any other person designated by the Offeror in writing, as the true and lawful agent, attorney, attorney-in-fact and proxy of the holder of Deposited Common Shares (any such Deposited Common Shares upon being taken up and paid for are referred to as the "Purchased Common Shares", and together with any Distributions thereon, the "Purchased Securities"), with respect to such Purchased Securities, with full power of substitution and resubstitution (such power of attorney, being coupled with an interest, being irrevocable), in the name of and on behalf of the Shareholder:

(a)  to register or record the transfer and/or cancellation of such Purchased Securities on the appropriate securities registers maintained by or on behalf of HBC,

(b)  for as long as any such Purchased Securities are registered or recorded in the name of the Shareholder, to exercise any and all rights of such Shareholder including, without limitation, the right to vote, to execute and deliver (provided the same is not contrary to laws), as and when requested by the Offeror, any and all instruments of proxy, authorizations or consents in form and on terms satisfactory to the Offeror in respect of any or all Purchased Securities, to revoke any such instruments, authorizations or consents and to designate in any such instruments, authorizations or consents any person or persons as the proxyholder of such Shareholder in respect of such Purchased Securities for all purposes including, without limitation, in connection with any meeting or meetings of holders of relevant securities of HBC (whether annual, special or otherwise or any adjournment or postponement thereof),

(c)  to execute, endorse and negotiate, for and in the name of and on behalf of the Shareholder, any and all instruments representing any Distributions payable to or to the order of, or endorsed in favour of, the Shareholder,

(d)  to exercise any other rights of a Shareholder with respect to such Purchased Securities, and

(e)  to execute all such further and other documents, transfers or other assurances as may be necessary or desirable in the sole judgment of the Offeror to effectively convey such Purchased Securities to the Offeror;

*  irrevocably appointed as its proxy and attorney-in-fact, Gabriel de Alba, Managing Director and Partner of Catalyst, and Steve Rostowsky, Chief Financial Officer of Catalyst, and any individual who shall hereafter succeed any such person, and any other person designated in writing by Catalyst, each of them individually, with full power of substitution and resubstitution, to vote or execute written consents with respect to the Purchased Common Shares of the Shareholder at any meeting of holders of relevant securities of HBC (whether annual, special or otherwise or any adjournment or postponement thereof);

(xi)  covenanted and agreed to execute, upon request of the Offeror, any signature guarantees, additional documents, transfers and other assurances as may be necessary or desirable to complete the sale, assignment and transfer of the Purchased Securities to the Offeror and to give effect to the covenants of the Shareholder under the terms of the Offer;

(xii)  acknowledged that the authority conferred or agreed to be conferred by the Shareholder in the Letter of Transmittal (including deemed submission in the case of book-entry transfers) is, to the extent permitted by law, irrevocable and may be exercised during any subsequent legal incapacity of the Shareholder and shall, to the extent permitted by law, survive the death or incapacity, bankruptcy or insolvency of the Shareholder and all obligations of the Shareholder therein will be binding upon the heirs, executors, administrators, attorneys, personal representatives, successors and assigns of the Shareholder;

(xiii)  instructed the Offeror and the Depositary and Information Agent, upon the Offeror taking up the Purchased Common Shares, to mail the cheque payable for such Purchased Common Shares by first class mail, postage prepaid, or to hold such cheque for pick-up, in accordance with the instructions given in the Letter of Transmittal;

(xiv)  acknowledged that if any Deposited Common Shares are not taken up and paid for pursuant to the Offer for any reason, or if certificates and/or DRS Statements are submitted for more Common Shares than are tendered, a certificate or certificates for Common Shares that are not taken up will be returned (or, where applicable, a new DRS Statement will be issued), at the Offeror's expense, to the Shareholder following the Expiry Time or the termination of the Offer;

(xv)  acknowledged that if more than the maximum number of Common Shares for which the Offer is made are deposited in accordance with the Offer and not withdrawn at the time of take up of the Deposited Common Shares, the Deposited Common Shares to be purchased from each depositing Shareholder will be determined on a pro rata basis according to the number of Deposited Common Shares deposited by each Shareholder, disregarding fractions, by rounding down to the nearest whole number of Deposited Common Shares;

(xvi)  acknowledged that the Shareholder will not receive the Purchase Price in respect of the Deposited Common Shares until after the Offer is completed, the Deposited Common Shares are taken up and paid for by the Offeror and the certificate(s) and/or DRS Statement(s) representing the Deposited Common Shares, in proper form for transfer, together with a duly signed Letter of Transmittal (or a manually executed facsimile thereof) is (are) received by the Depositary and Information Agent, together with such additional documents as the Depositary and Information Agent may require, and until such certificate(s) and/or DRS Statement(s) is (are) processed for payment by the Depositary and Information Agent; and acknowledged that under no circumstance will any amount be payable or paid by the Offeror or the Depositary and Information Agent by reason of any delay in transferring any Common Shares taken up under the Offer;

(xvii)  agreed that all questions as to validity, form, eligibility, timely receipt and acceptance and/or withdrawal of any Deposited Common Shares and the propriety of the completion and execution of the Letter of Transmittal will be determined by the Offeror at its sole discretion and that such determination will be final and binding and acknowledges that: (a) the Offeror reserves the absolute right to reject any and all deposits of Deposited Common Shares which the Offeror determines not to be in proper form or which may be unlawful to accept under the laws of any jurisdiction, (b) the Offeror reserves the absolute right to waive any defect or irregularity in the deposit of any Deposited Common Shares, (c) there shall be no duty or obligation on the Offeror or the Depositary and Information Agent or any other person to give notice of any defect or irregularity in any deposit and no liability shall be incurred by any of them for failure to give such notice, (d) the Offeror's interpretation of the terms and conditions of the Offer and the Letter of Transmittal, if made in accordance with applicable law, shall be final and binding, and (e) the Offeror reserves the right to permit the Offer to be accepted in a manner other than as set forth in this letter and the Letter of Transmittal;

(xviii)  acknowledged that the Offer is not being made to, nor will deposits be accepted from or on behalf of, Shareholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction; and

(xix)  acknowledged that the Offeror and the Depositary and Information Agent may be required to disclose personal information in respect of the Shareholder and consents to disclosure of personal information in respect of the undersigned to: (a) stock exchanges or securities regulatory authorities, (b) the Depositary and Information Agent, (c) any of the parties to the Offer, and (d) legal counsel or financial advisors to any of the parties to the Offer.

Catalyst reserves the right to permit the Offer to be accepted in a manner other than that set forth above.

Shareholders will not be required to pay any fee or commission if they accept the Offer by delivering their Common Shares directly to the Depositary and Information Agent. However, an Intermediary through which a Beneficial Shareholder owns Common Shares may charge a fee to tender any such Common Shares on behalf of the Beneficial Shareholder. Beneficial Shareholders should consult their Intermediary to determine whether any charge will apply. Cash payable to a Shareholder in connection with the Offer will be paid in Canadian dollars.

This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from, or on behalf of, Shareholders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, Catalyst or its agents may, in the sole discretion of Catalyst, take such action as Catalyst may deem necessary to extend the Offer to Shareholders in any such jurisdiction.

Shareholders should not construe the contents of the Offer as legal or financial advice and should consult with their own independent professional advisors as to the relevant legal, financial or other matters in connection therewith.

3  Time for Acceptance

The Offer is open for acceptance by Shareholders until 5:00 p.m. (Toronto time) on Friday, August 16, 2019, or until such later or earlier time that the Offer may be extended or varied, or, in the event the conditions to the Offer are not met, until the Offer is withdrawn by Catalyst, in each case in its sole and absolute discretion.

4  Conditions to the Offer

Catalyst will have the right to extend or vary the Offer at any time in its sole discretion. In addition, Catalyst will not be required to accept for payment, take up, purchase or pay for any Deposited Common Shares under the Offer, unless all of the following conditions are satisfied or waived by Catalyst in its sole discretion at or prior to the time at which Catalyst proposes to accept Deposited Common Shares for take up under the Offer:

(i)  if a record date is set for any meeting of holders of relevant securities of HBC (whether annual, special or otherwise or any adjournment or postponement thereof) prior to the Effective Date, holders of Deposited Common Shares must have been the holders of such Common Shares as of such record date;

(ii)  no regulatory approvals, consents, clearances, waivers, permits, reviews, orders, rulings, decisions and/or exemptions shall be necessary or desirable to complete the Offer;

(iii)  there shall not be threatened, instituted or pending any action, suit or proceeding by any government or governmental authority or regulatory or administrative agency in any jurisdiction, or by any other person in any jurisdiction, before any court or governmental authority or regulatory or administrative agency in any jurisdiction or otherwise, (a) challenging or seeking to cease trade, make illegal, delay or otherwise directly or indirectly restrain or prohibit the making of the Offer, the acceptance for purchase for some or all of the Common Shares by the Offeror or otherwise directly or indirectly relating in any manner to or affecting the Offer, (b) challenging, or seeking to make illegal, delay or otherwise directly or indirectly restrain or prohibit the voting of Purchased Common Shares by the Offeror at any meeting of shareholders of the Company, or (c) seeking material damages or that otherwise, or in the sole judgment of Catalyst, has or may have a material adverse effect on the Common Shares or the business, income, assets, liabilities, condition (financial or otherwise), properties, operations, results of operations or prospects of HBC or Catalyst, or any of their respective subsidiaries, partners or affiliates taken as a whole, or has impaired or may materially impair the contemplated benefits of the Offer to Catalyst;

(iv)  any change or changes shall not have occurred (or any development shall not have occurred involving any prospective change or changes) in the business, assets, liabilities, properties, condition (financial or otherwise), operations, results of operations or prospects of HBC or its subsidiaries or affiliates that, in the sole judgment of Catalyst, has or may have material adverse significance with respect to HBC or Catalyst;

(v)  any take-over bid (whether or not exempt from securities regulations) or tender or exchange offer with respect to some or all of the securities of HBC, or any merger, business combination or acquisition proposal, disposition of assets, or other similar transaction (or any amendment thereto or any withdrawal thereof) with, in respect of or by HBC or any of its affiliates (other than the Offer and the proposal, announcement or making of the Insider Buyout Proposal on the terms proposed on June 10, 2019) shall not have been proposed, announced or made by any individual or entity;

(vi)  Catalyst shall not have determined, in its sole judgment, that there exists any prohibition at law against Catalyst making the Offer or taking up and paying for any Deposited Common Shares; and

(vii)  HBC shall not have entered into a shareholders rights plan or similar agreement or have undertaken or announced any action which could have a material adverse impact on the Offer.

The foregoing conditions are for the sole benefit of Catalyst and may be asserted by Catalyst regardless of the circumstances giving rise to any such assertion (including any action or inaction by Catalyst or any of its affiliates) or may be waived by Catalyst in whole or in part (including with respect to some and not all Deposited Common Shares) at any time and from time to time, both before and after the Expiry Time, in its sole discretion, without prejudice to any other rights which Catalyst may have.

Any waiver of a condition or the withdrawal of the Offer by Catalyst shall be deemed to be effective on the date on which notice of such waiver or withdrawal is delivered or otherwise communicated to the Depositary and Information Agent. If the Offer is withdrawn, Catalyst shall not be obligated to take up and pay for any Deposited Common Shares, and the Depositary and Information Agent will return all Deposited Common Shares to the parties by whom they were deposited.

The failure by Catalyst at any time to exercise its rights under any of the foregoing conditions shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and other circumstances shall not be deemed a waiver with respect to any other facts and circumstances; and each such right shall be deemed an ongoing right which may be asserted at any time or from time to time. Any determination by Catalyst concerning the events described in this section shall be final and binding on Catalyst and all Shareholders.

Catalyst reserves the absolute right to reject any or all deposits of Common Shares determined by it in its sole discretion not to be in proper form or not completed in accordance with the instructions set forth herein and in the Letter of Transmittal, or the acceptance for payment of, or payment for, which may, in the opinion of the Catalyst's counsel, be unlawful under the laws of any jurisdiction. Catalyst also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any deposit of Common Shares. For greater certainty, deposits of Common Shares in respect of which the holder thereof shall have validly revoked proxies appointing representatives of Catalyst, under the terms of the Letter of Transmittal, as their respective proxy for any meeting of holders of relevant securities of HBC (whether annual, special or otherwise or any adjournment or postponement thereof), shall be considered to not be in proper form and may be rejected.

5  Withdrawal Rights

Deposited Common Shares may be withdrawn at any time prior to any of them being taken up by Catalyst. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be received in a timely manner by the Depositary and Information Agent at the place of deposit of the relevant Deposited Common Shares. Any such notice of withdrawal must (a) be made by a method, including a manually signed facsimile transmission, that provides the Depositary and Information Agent with a written or printed copy; (b) be signed by or on behalf of the person who signed the Letter of Transmittal that accompanied the Deposited Common Shares or DRS Statement(s)  to be withdrawn; and (c) specify the number of Deposited Common Shares to be withdrawn and the name of the registered holder shown on the share certificates or DRS Statement(s) representing each Deposited Common Share to be withdrawn. No signature guarantee is required on a notice of withdrawal if the notice of withdrawal is signed by the registered holder of the Deposited Common Shares exactly as the name of the registered holder appears on the certificate or DRS Statement(s) representing Deposited Common Shares deposited or if the Deposited Common Shares were deposited for the account of an Eligible Institution (as defined in the Letter of Transmittal). In all other cases, the signature on a notice of withdrawal must be guaranteed by an Eligible Institution. A withdrawal of Deposited Shares can only be accomplished in accordance with the foregoing procedure. The withdrawal will take effect only upon actual receipt by the Depositary and Information Agent of the properly completed and executed written or facsimile notice of withdrawal.

Except as otherwise provided herein, all deposits of Deposited Common Shares will be irrevocable. Unless otherwise required or permitted by applicable law, any Deposited Common Shares may be withdrawn by or on behalf of the depositing Shareholder at any time before such Deposited Common Shares are taken up by the Offeror.

All questions as to form and validity (including, without limitation, time of receipt) of notices of withdrawal shall be determined by Catalyst in its sole discretion and such determination shall be final and binding. There shall be no duty or obligation on Catalyst, the Depositary and Information Agent or any other person to give notice of any defect or irregularity in any notice of withdrawal and no liability shall be incurred by any of them for failure to give such notice.

Any Common Shares properly withdrawn will thereafter be deemed not validly deposited for the purposes of the Offer. However, withdrawn Common Shares may be re-deposited at any subsequent time prior to the Expiry Time by again following the procedures described in Section 2 hereof.

Subject to applicable law and the terms and conditions herein, if Catalyst extends the period of time during which the Offer is open, is delayed in taking up or paying for the Deposited Common Shares or is unable to take up or pay for the Deposited Common Shares for any reason, then, without prejudice to Catalyst's other rights under the Offer, the Depositary and Information Agent may retain on behalf of Catalyst all Deposited Common Shares, and such Deposited Common Shares may not be withdrawn except to the extent that depositing Shareholders are entitled to withdrawal rights as set forth herein or pursuant to applicable law.

6  Who May Accept

The Offer is open for acceptance by all registered and beneficial holders of Common Shares.

7  Take Up of Common Shares

If more than the maximum number of Common Shares for which the Offer is made are deposited in accordance with the Offer and not withdrawn at the time of take up of the Deposited Common Shares, the Deposited Common Shares to be purchased from each depositing Shareholder will be determined on a pro rata basis according to the number of Deposited Common Shares deposited by each Shareholder, disregarding fractions, by rounding down to the nearest whole number of Deposited Common Shares. If the conditions of the Offer are satisfied or waived by the Offeror, the Offeror will take up all Deposited Common Shares (or if more than 14,836,795 Deposited Common Shares are tendered, proportionately take up Deposited Common Shares in accordance with the provisions of the Offer) and will pay for such Deposited Shares taken up as soon as possible but not later than three (3) business days after such Deposited Common Shares are taken up.

8  Extension, Variation or Withdrawal of the Offer

The Offer is open for acceptance up to and including, but not after, the Expiry Time.

Catalyst expressly reserves the right, in its sole discretion, at any time and from time to time while the Offer is open for acceptance, to: (i) extend or vary the Offer; or (ii) extend the period of time during which the Offer is open by giving written or oral notice to be confirmed in writing of extension or variation to the Depositary and Information Agent. Any notice of extension or variation will be deemed to have been given and to be effective on the day on which it is delivered or otherwise communicated to the Depositary and Information Agent at its principal office in Toronto, Ontario, Canada.

Catalyst also expressly reserves the right, in its sole discretion, to withdraw the Offer if the conditions thereto are not met and, if withdrawn, Catalyst will not be required to take up or pay for any Common Shares delivered pursuant to the Offer. If the Offer is withdrawn by Catalyst, Catalyst shall cause all Common Shares delivered to be returned to the Shareholders.

The Offeror will, as soon as possible after giving notice of an extension or variation to the Depositary and Information Agent, or after withdrawing the Offer in accordance with this letter, issue a press release announcing the terms of such extension, variation or withdrawal.

9          Changes in Capitalization, Encumbrances, Distributions

If, on or after the date of the Offer, HBC should divide, combine or otherwise change any of the Common Shares or its capitalization, or disclose that it has taken or intends to take any such action, the Offeror, in its sole discretion and without prejudice to its rights under Section 4 hereof, may make such adjustments as it considers reasonably appropriate to the Purchase Price and the other terms of the Offer (including the type of securities offered to be purchased and the amounts payable therefor) to reflect that division, combination or other change.

10         Additional Information

Catalyst is relying on the exemption under section 9.2(4) of National Instrument 51‐102 ‐ Continuous Disclosure Obligations to make a public broadcast solicitation of proxies. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This solicitation is being made by Catalyst, and not by or on behalf of the management of HBC. Laurel Hill Advisory Group will receive a fee of $45,000 for its services as Depositary and Information Agent under the Offer plus ancillary payments and disbursements.  Based upon publicly available information, HBC's registered office is at 401 Bay Street, Suite 500, Toronto, Ontario, Canada M5H 2Y4 and its head office is at 8925 Torbram Road, Brampton, Ontario, Canada L6T 4G1. Catalyst is soliciting proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. In addition, the solicitation may be made by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by employees of Catalyst. All costs incurred for the solicitation will be borne by Catalyst.

A registered Shareholder who has given a proxy under the terms of the Letter of Transmittal may, prior to its Deposited Common Shares being taken up and paid for under the Offer, in accordance with Section 148(4) of the Canada Business Corporations Act, revoke the proxy (i) by depositing an instrument or act in writing executed or, in Québec, signed by such registered shareholder or by his, her or its personal representative authorized in writing, either: * at the registered office of HBC at any time up to and including the last business day preceding the day of the meeting, or an adjournment thereof, at which the proxy is to be used, or (y) with the chairman of the meeting on the day of the meeting or an adjournment thereof; or (ii) in any other manner permitted by law. A Beneficial Shareholder may revoke a form of proxy or voting instruction form given to an Intermediary at any time by written notice to the Intermediary in accordance with the instructions given to the Beneficial Shareholder by its Intermediary. Beneficial Shareholders should contact their broker for assistance in ensuring that forms of proxies or voting instructions previously given to an Intermediary are properly revoked. None of Catalyst and its directors and officers, or, to the knowledge of Catalyst, any associates or affiliates of the foregoing, has any material interest, direct or indirect, in any transaction since the commencement of HBC's most recently completed financial year, or in any proposed transaction which has materially affected or will materially affect HBC or any of its subsidiaries. None of Catalyst or, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at any upcoming shareholders' meeting, other than as set out herein.

10  Applicable Law

The Offer shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the Province of Ontario and the laws of Canada applicable therein.

11  Language

Each of Catalyst and the Shareholder acknowledges that it has consented and requested that all documents evidencing or relating in any way to this Offer be drawn up in the English language only. Catalyst et le porteur de parts reconnaissent par les présentes avoir consenti et demandé à ce que tous les documents attestant ou se rapportant de quelque manière que ce soit à la présente offre d'achat avec prime visant un petit pourcentage de parts soient rédigés en anglais seulement.

The Depositary and Information Agent for the Offer is:

Laurel Hill Advisory Group
70 University Avenue, Suite 1440
Toronto, ON M5J 2M4

North American Toll Free Phone:
1-877-452-7184

Collect Outside of North America:
1-416-304-0211

E-mail: [email protected]

By Mail:
PO Box 370, STN Adelaide
Toronto, Ontario
Canada M5C 2J5

By Registered Mail, Hand or Courier:
70 University Avenue, Suite 1440
Toronto, Ontario
Canada M5J 2M4

Facsimile:
1-416-646-2415

Any questions or requests for assistance may be directed by Shareholders to the Depositary and Information Agent at its telephone number and location set out above. You may also contact your broker, dealer, commercial bank or trust company or other Intermediary for assistance concerning the Offer.

SOURCE Catalyst Capital Group Inc.

Related Links

www.catcapital.com