Terra Nova Announces Third Distribution of Shares of KHD Humboldt Wedag International AG
NEW YORK, Sept. 13 /PRNewswire-FirstCall/ -- Terra Nova Royalty Corporation (NYSE: TTT) (the "Company") is pleased to announce that it will distribute approximately 9,474,384 common shares (the "KID Shares") of KHD Humboldt Wedag International AG ("KID"), representing approximately 28.8% of the total issued KID Shares, by way of a pro-rata special dividend (the "Distribution") to the Company's shareholders. The Distribution will be:
- paid to shareholders of record as of September 23, 2010 (the "Record Date"); and
- on the basis of one KID Share for every four common shares of the Company held at the Record Date (no fractional shares will be issued and amounts will be rounded to the nearest whole number);
The Distribution is the third distribution of KID Shares by the Company pursuant to the Company's previously announced plan to restructure into two distinct publicly traded companies, being: (i) a mineral royalty and natural resources company; and (ii) an industrial plant technology, equipment and service company.
The Distribution
Pursuant to the Distribution, each holder of record as of the Record Date will receive one KID Share for every four common shares of the Company held at such date. No fractional KID Shares or interests therein will be issued and the amount of KID Shares to be distributed will be rounded to the nearest whole number.
The KID Shares can only be received in electronic form through Clearstream, a security depository and the principal clearing house for the Frankfurt Stock Exchange.
In order to receive their pro rata share of the Distribution, shareholders or their broker or nominee will be required to have a Clearstream eligible account. Computershare Trust Company N.A. ("Computershare") will be the distribution agent for the Distribution. Computershare has agreed to provide access to a Clearstream eligible custodian account for registered shareholders who are United States persons and who do not have access to a Clearstream eligible account. Registered shareholders who are United States persons whose KID Shares have been deposited into this account can provide instructions to Computershare in the event that they wish to transfer their KID Shares and Computershare will carry out such instructions.
Depository Trust Company and CDS Clearing and Depository Services Inc. participants and registered shareholders, who are not US Persons, will be required to provide instructions to Computershare as to the deposit of their shares in a Clearstream eligible account. The KID Shares of such shareholders will be retained by the Company in its own custodian's Clearstream eligible account until such instructions are delivered to Computershare.
The KID Shares of non-registered shareholders who own the Company's common shares through a broker or other nominee, will either be: (i) deposited into such Clearstream eligible account as their broker or nominee has instructed Computershare; or (ii) if no such instructions have been provided by the broker or nominee, retained by the Company, in the case of non-United States holders, for deposit into its custodian's Clearstream eligible account or will be delivered by the Company for deposit in Computershare's custodian account, in the case of United Sates registered holders. In such event, such non-registered shareholder will have to have a broker or nominee contact the Company in the event that such non-registered shareholder wishes to transfer the KID Shares. Non-registered shareholders should contact their brokerage firm for further information.
Further materials respecting the Distribution will be mailed to shareholders shortly after the record date and posted to the Company's website. Such materials will include forms to be used by registered shareholders to designate a Clearstream eligible account for the deposit of their KID Shares. For further information respecting the Distribution please contact Computershare at:
Computershare Trust Company N.A. |
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PO Box 43001 |
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Providence, Rhode Island 02940-3001 |
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USA |
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Contact: Computershare Global Transaction Unit |
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Telephone: 1-877-624-5999 (toll free within North America) or 1-781-575-4086 |
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Email: [email protected] |
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Canadian Withholding Tax
The Distribution will not be subject to Canadian withholding tax. We recommend that shareholders contact their financial and tax advisors for guidance with respect to other potential tax consequences relating to the Distribution, including provincial, territorial or foreign tax considerations.
Ineligible Jurisdictions
Pursuant to the Distribution, KID Shares will not be distributed in any jurisdiction in which such distribution would be unlawful. Shareholders resident in such jurisdictions will have their pro rata entitlement liquidated by Computershare and will receive the proceeds less any applicable deductions.
About KID
The KID Shares are listed on the Frankfurt Stock Exchange under the symbol "KWG". The KID Shares are exempt from registration in the United States under Rule 12g3-2 under the Securities Exchange Act of 1934. As such, KID will publish in English, on its website at www.KHD.com, information made public pursuant to the applicable securities laws of Germany and the requirements of the Frankfurt Stock Exchange, which currently includes annual financial statements for the fiscal year ended December 31, 2009 and interim financial information for the quarters ended March 31 and June 30, 2010. In addition, for further information respecting KID please refer to KID's website and the Company's Management Information Circular dated March 1, 2010, which includes an information statement respecting KID, its business and operations and which is available under the Company's profile on www.sedar.com and was filed with the United States Securities and Exchange Commission on Form 6-K on March 3, 2010.
About Terra Nova Royalty Corporation
Terra Nova Royalty Corporation is active in the mineral royalty and natural resources industry. To obtain further information on the Company, please visit our website at: http://www.terranovaroyalty.com.
Disclaimer for Forward-Looking Information
Certain statements in this news release are forward-looking statements, which reflect our management's expectations regarding our future growth, results of operations, performance and business prospects and opportunities. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits we will obtain from them. These forward-looking statements reflect management's current views and are based on certain assumptions and speak only as of the date hereof. These assumptions, which include management's current expectations, estimates and assumptions about our business and the markets we operate in, the global economic environment, interest rates, exchange rates and our ability to manage our assets and operating costs, may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (i) changes in iron ore and other commodities prices; (ii) the performance of the properties underlying our interests; (iii) decisions and activities of the operator of our royalty properties and other interests; (iv) unanticipated grade, geological, metallurgical, processing or other problems experienced by the operators of our royalty properties and other interests; (v) economic and market conditions; and (vi) the availability of royalties for acquisition or other acquisition opportunities and the availability of debt or equity financing necessary to complete such acquisitions. There is a significant risk that our forecasts and other forward-looking statements will not prove to be accurate. Investors are cautioned not to place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future results. Except as required by law, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additional information about these and other assumptions, risks and uncertainties are set out in our MD&A for the six months ended June 30, 2010 filed with Canadian securities regulators and filed on Form 6-K with the SEC and our Form 20-F for the year ended December 31, 2009.
Corporate |
Investors |
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Terra Nova Royalty Corp |
Allen & Caron Inc. |
Allen & Caron Inc. |
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Rene Randall |
Joseph Allen |
Len Hall |
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1 (604) 683-8286 ex 224 |
1 (212) 691-8087 |
1 (949) 474-4300 |
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SOURCE Terra Nova Royalty Corporation
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