TORONTO, Oct. 10 /CNW/ -
1. Name and address of the offeror
The Goldman Sachs Group, Inc. Goldman, Sachs & Co. ("GS & Co."),
("GS Group"), 85 Broad Street, 85 Broad Street,
New York, NY, 10004 New York, NY, 10004
GS Group and GS & Co. are hereinafter referred to collectively as the
2. The designation and number or principal amount of securities and the
offeror's securityholding percentage in the class of securities of
which the offeror acquired ownership or control in the transaction or
occurrence giving rise to the obligation to file the news release, and
whether it was ownership or control that was acquired in those
On October 8th and 9th, 2008 (the "Closing Date") the Offeror acquired
beneficial ownership and control of 193,600 units (the "Acquired
Shares") of SCITI Total Return Trust (the "Company"). The Acquired
Shares represent approximately 3.3% of the issued and outstanding units
of the Company.
3. The designation and number or principal amount of securities and the
offeror's security holding percentage in the class of securities
immediately after the transaction or occurrence giving rise to the
obligation to file a news release.
After giving effect to the acquisition noted in item 2 above, the Offeror
owned and controlled 639,200 units in the capital of the Company
representing approximately 10.99% of the issued and outstanding units of
4. The designation and number or principal amount of securities and the
percentage of outstanding securities of the class of securities referred
to in paragraph 3 over which:
(i) the offeror, either alone or together with joint actors, has
ownership and control,
After giving effect to the acquisition noted in item 2 above, the
Offeror owned and controlled 639,200 units in the capital of the
Company representing approximately 10.99% of the issued and
outstanding units of the Company.
(ii) the offeror, either alone or together with joint actors, has
ownership but control is held by other persons or companies other
than the offeror or any joint actor.
(iii) the offeror, either alone or together with joint actors, has
exclusive or shared control but does not have ownership.
5. The name of the market in which the transaction or occurrence that
gave rise to the news release took place.
Toronto Stock Exchange ("TSX").
6. The value, in Canadian dollars, of any consideration offered per
security if the offeror acquired ownership of a security in the
transaction or occurrence giving rise to the obligation to file a news
The Acquired Shares were purchased on the TSX at a price of $6.57 per
7. The purpose of the offeror and any joint actors in effecting the
transaction or occurrence that gave rise to the news release, including
any future intention to acquire ownership of, or control over, additional
securities of the reporting issuer.
The Acquired Shares were acquired in the ordinary course of the Offeror's
investment activities. Subject to compliance with applicable securities
laws in respect of resale of the Acquired Shares, the Offeror may
purchase or sell securities of the Company in the future on the open
market or in private transactions, depending on market conditions and
other factors material to the Offeror's investment decisions.
8. The general nature and the material terms of any agreement, other
than lending arrangements, with respect to securities of the reporting
issuer, entered into by the offeror, or any joint actor, and the issuer
of the securities or any other entity in connection with the transaction
or occurrence giving rise to the news release, including agreements with
respect to the acquisition, holding, disposition or voting of any
9. The names of any joint actors in connection with the disclosure
required by this form.
The securities being reported on by GS Group, as a parent holding
company, are owned, or may be deemed to be beneficially owned, by GS &
Co. GS & Co. is a direct and indirect wholly-owned subsidiary of GS
In accordance with Section 5.1 of National Instrument 62-103 (the
"National Instrument"), this filing reflects the securities beneficially
owned or controlled by certain business units of GS Group and its
subsidiaries and affiliates which include business units engaged in
principal investing activities, managing discretionary accounts and
customer facilitation trading (collectively, the "Goldman Sachs Reporting
Unit"). This filing does not reflect securities, if any, beneficially
owned or controlled by any business units of GS Group whose beneficial
ownership of or control over securities is disaggregated from that of the
Goldman Sachs Reporting Unit in accordance with the National Instrument.
The Goldman Sachs Reporting Unit disclaims beneficial ownership of the
securities beneficially owned by (i) any client accounts with respect to
which the Goldman Sachs Reporting Unit or its employees have voting or
investment discretion, or both and (ii) certain investment entities of
which the Goldman Sachs Reporting Unit acts as the general partner,
managing general partner or other manager, to the extent interests in
such entities are held by persons other than the Goldman Sachs Reporting
10. In the case of a transaction or occurrence that did not take place on
a stock exchange or other market that represents a published market for
the securities, including an issuance from treasury, the nature and value
in Canadian dollars of the consideration paid by the offeror.
11. If applicable, a description of any change in any material fact set
out in a previous report by the entity under the early warning
requirements or Part 4 in respect of the reporting issuer's securities.
12. If applicable, a description of the exemption from securities
legislation being relied on by the offeror and the facts supporting that
DATED October 10, 2008.
For further information:
For further information: