Michael J. Cooper Acquires Subordinate Voting Shares of Dream Unlimited Corp.
21 Diciembre 2020 - 6:01PM
Michael J. Cooper, the President and Chief
Responsible Officer of Dream Unlimited Corp.
(TSX:
DRM) (“
Dream”), announced today that he
has acquired 7,000 Class A subordinate voting shares
(“
Subordinate Voting Shares”) of
Dream, representing approximately 0.02% of the issued and
outstanding Subordinate Voting Shares, over the Toronto Stock
Exchange for aggregate consideration of $143,850 or approximately
$20.55 per Subordinate Voting Share.
Prior to today’s acquisition, Mr. Cooper is
deemed to directly own 71,900 Subordinate Voting Shares and
beneficially own 1,402,542 Subordinate Voting Shares owned by Sweet
Limited Partnership (“Sweet LP”), a limited
partnership of which the general partner is a corporation
wholly-owned by Mr. Cooper, 15,742,205 Subordinate Voting Shares
owned by Sweet Dream Corp. (“SDC”) and 1,076,550
Subordinate Voting Shares owned by Sweet Dream Partnership
(“SDP”), representing 44.7% of the outstanding
Subordinate Voting Shares. Mr. Cooper is deemed to own 1,543,471
Class B common shares of Dream (“Common Shares”)
owned by SDC and Sweet LP, which are convertible into an equivalent
number of Subordinate Voting Shares, representing 3.4% of the
outstanding Subordinate Voting Shares (assuming the conversion of
such Common Shares). Mr. Cooper also owns options to acquire
630,895 Subordinate Voting Shares, representing approximately 1.4%
of the outstanding Subordinate Voting Shares (assuming the exercise
of such options and the issuance of the underlying Subordinate
Voting Shares). Mr. Cooper is also entitled to performance share
units representing the right to receive 405,378 Subordinate Voting
Shares, the vesting of which performance share units is conditional
on a continuous period of employment and may be conditional upon
the attainment of certain performance goals, in accordance with the
terms of the Dream Unlimited Corp. Performance Share Unit Plan.
Following the acquisition, Mr. Cooper is deemed
to own directly 78,900 Subordinate Voting Shares and will continue
to be deemed to beneficially own the 1,402,542 Subordinate Voting
Shares owned by Sweet LP, the 15,742,205 Subordinate Voting Shares
owned by SDC, and the 1,076,550 Subordinate Voting Shares owned by
SDP. Mr. Cooper is also deemed to own 1,543,471 Common Shares of
Dream owned by SDC and Sweet LP. Mr. Cooper will also continue to
own options to acquire 630,895 Subordinate Voting Shares. In
aggregate, after giving effect to the acquisition of 7,000
Subordinate Voting Shares owned by Mr. Cooper announced today and
assuming (i) the exercise by Mr. Cooper of his options, and (ii)
the conversion of the Common Shares owned by SDC and Sweet LP, Mr.
Cooper will be deemed to beneficially own, control or direct
20,474,563 Subordinate Voting Shares representing 44.7% of the then
outstanding Subordinate Voting Shares. Mr. Cooper is also entitled
to performance share units representing the right to receive
405,378 Subordinate Voting Shares, which vest after a continuous
period of employment and may be conditional upon the attainment of
certain performance conditions, in accordance with the terms of the
Dream Unlimited Corp. Performance Share Unit Plan.
As of December 21, 2020, the Subordinate Voting
Shares and Common Shares of Dream deemed to be beneficially owned
by Mr. Cooper represent approximately 86.6% of the votes attached
to the outstanding voting securities of Dream.
In acquiring the 7,000 Subordinate Voting
Shares, Mr. Cooper relied on the normal course purchase exemption
from the take-over bid rules contained in Section 4.1 of National
Instrument 62-104 – Take-Over Bids and Issuer Bids.
Mr. Cooper intends to evaluate his investment in
Subordinate Voting Shares on a continuing basis and either may
acquire Subordinate Voting Shares or decrease his holdings of
Subordinate Voting Shares in the future. As the majority
shareholder and the President and Chief Responsible Officer of
Dream, Mr. Cooper has significant influence over the management of
Dream. Mr. Cooper has no current intention, but may in the future
form an intention, with respect to a merger, reorganization or
similar corporate transaction involving Dream, a sale of a material
amount of assets of Dream, any change in the board of directors or
management of Dream, any material change in Dream’s capitalization
or dividend policy, any material change in Dream’s business or
corporate structure, any change in Dream’s articles or bylaws, any
proposal to delist any securities of Dream or to have Dream cease
to be a reporting issuer, any solicitation of proxies from security
holders or any similar action with respect to Dream.
This press release is being issued pursuant to
the requirements of National Instrument 62-103 - The Early Warning
System and Related Take-Over Bid and Insider Reporting Issues
(“NI 62-103”) of the Canadian Securities
Administrators. A copy of the report to be filed by SDP in
connection with the transactions described herein will be available
on Dream’s SEDAR profile at www.sedar.com, and can also be obtained
by contacting Mr. Robert Hughes, General Counsel, Dream Unlimited
Corp. at 416-365-3535.
Dream’s head office is located at Suite 301,
State Street Financial Centre, 30 Adelaide Street East, Toronto,
Ontario M5C 3H1.
For further information, please contact:
Robert HughesGeneral Counsel of Dream Unlimited
Corp.(416) 365-3535rhughes@dream.ca
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