Estate of Faith Harvey and The Faith E. Harvey Spouse Trust Announce the Acquisition of Shares of Torstar Corporation as a Part of Settling of Estate
TORONTO, March 21, 2017 /CNW/ - The Estate of Faith E. Harvey (the "Estate") announces that, as part of settling the Estate, on March 21, 2017 it acquired 465,948 Class A shares and 741,808 Class B non-voting shares of Torstar Corporation ("Torstar") from Faith Campbell-Harvey Holdings Inc. ("FHCH") in a private transaction at a price of $1.653 per share, or $1,996,420.67 in the aggregate in anticipation of the eventual wind-up of FHCH. The Class A shares acquired by the Estate represent approximately 4.74% of the issued and outstanding Class A shares of Torstar and the Class B non-voting shares acquired by the Estate represent approximately 1.05% of the issued and outstanding Class B non-voting shares of Torstar.
Also as part of the settling the Estate, The Faith Harvey Spouse Trust (the "Trust") announces that on March 21, 2017, the Trust acquired 492,104 Class B non-voting shares of Torstar from Crofton Campbell-Harvey Holdings Inc. ("CHCH") in a private transaction at a price of $1.6878 per share, or $830,573.13 in the aggregate in anticipation of the eventual wind-up of CHCH. The Class B non-voting shares acquired by the Trust represent approximately 0.69% of the issued and outstanding Class B non-voting shares of Torstar.
Prior to these transactions, neither the Estate nor the Trust owned or exercised control or direction over any shares of Torstar.
Prior to these transactions, Campbell Harvey exercised control or direction over the shares of Torstar acquired by the Estate and the Trust and, following the acquisitions, he continues to exercise control and direction over such shares.
Persons that are deemed to be acting jointly and in concert with both the Trust and the Estate beneficially own, or exercise control or direction over, an additional 9,256,608 Class A shares representing approximately 94.2% of the issued and outstanding Class A shares of Torstar and an additional 12,212,663 Class B non-voting shares representing approximately 17.23% of the issued and outstanding Class B non-voting shares of Torstar.
As described above, the Class A shares and the Class B non-voting shares were acquired by the Estate as part of the settling of the Estate, in anticipation of the eventual wind-up of FHCH. The Class B non-voting shares were acquired by the Trust as part of the settling of the Estate, in anticipation of the eventual wind-up of FHCH. The Estate and/or the Trust may determine to purchase additional Class A shares and/or Class B non-voting shares in the open market or otherwise or sell all or some of the Class A shares and/or Class B non-voting shares owned by them, depending upon price, market conditions, availability of funds, evaluation of alternative investments and other factors. Neither the Estate nor the Trust has any current intention to effect any of the other transactions listed in clauses (b) through (k) of Item 5 of Form 62-103F1, except that each of the Estate and the Trust may dispose of the Class A shares and/or the Class B non-voting shares held by it by way of distribution to the beneficiaries of the Estate or the Trust, respectively.
Each of the Trust and the Estate relied on the exemption from the requirements in securities legislation applicable to formal bids for the acquisitions of shares of Torstar set forth in Section 4.2 of National Instrument 62-104 – Takeover Bids and Issuer Bids, their acquisitions being from not more than five persons and the purchase price being less than 115% of the market price of the shares.
Early warning reports will be filed by each of the Trust and the Estate in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained directly from the Estate or the Trust upon request at the telephone number below.
Torstar's head office address is located at Office of the General Counsel & Secretary, One Yonge Street, 5th Floor, Toronto, ON M5E 1E6.
SOURCE The Estate of Faith E. Harvey
For further information: contact the Estate or the Trust: c/o O'Sullivan Estate Lawyers LLP, TD Bank Tower, Toronto-Dominion Centre, 66 Wellington Street West, Suite 3430, P.O. Box 68, Toronto, ON M5K 1E7,Attention: Susannah Roth, (416) 363-6669
Share this article