Newcastle Gold Ltd.

Operating Gold Mines - Quebec & Peru Canadian Gold Producer with significant GOLD Reserves
in response to Sudbury Novice's message

Just trying to clarify some language here, as the meanings in securities law are more constrained than those in common usage. The concept of dissent is very specific, and does not mean the same thing as someone who votes against the offer.

In securities law, a dissenter is a shareholder who does not wish to receive the offered securities for his shares, preferring cash. If a shareholder elects to dissent from the offer, he cannot vote. He must obtain the actual share certificate, and file that with his notice of dissent, before the vote takes place. If the deal is approved by the voting shareholders, that begins a potentially very lengthy process of determining the 'fair value' of those escrowed dissenting shares. That value may not be the literal cash value of the offered securities, and may require lengthy proceedings in the Superior Court of Justice for settlement.

Now, I can't say without reading the actual Information Circular, but in every case I've seen so far, the offeror (WTG in this instance) will place a limit of 5% dissenters on the offer, written so as to give them the opportunity to scuttle the whole deal if they choose to do so. But they wouldn't be obligated to cancel the deal, it would be entirely the choice of WTG management.

Let's use words other than dissent when we talk about refusing the offered securities. Let's talk about naysayers, no votes, refusers, opposed, etc. Although the word dissent makes sense in common usage, it is not appropriate in this instance. It leads to confusion if we continue to use it improperly.

Lar

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hoov
City
Millbrook ON
Rank
President
Activity Points
54560
Rating
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Date Joined
06/14/2008
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Newcastle Gold Ltd.
Symbol
NCA
Exchange
TSX-V
Shares
155,078,807
Industry
Metals & Minerals
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