Difference between revisions of "George Weston Limited"

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== Wittingotn Investment shares ==
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== Wittingotn shares ==
  
 
In October 2003 Weston applied to the Securities Commission of Ontario for an exmption from issuer bid requirements in the matter of its buying shares from [[Wittington Investments Limited]]. Wittington is the controlling shareholder of GWL. Wittington made an approach to GWL offer to sell approximately 2 million of its common shares at below the market price.  
 
In October 2003 Weston applied to the Securities Commission of Ontario for an exmption from issuer bid requirements in the matter of its buying shares from [[Wittington Investments Limited]]. Wittington is the controlling shareholder of GWL. Wittington made an approach to GWL offer to sell approximately 2 million of its common shares at below the market price.  
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The Securities Commissin granted the commission.
 
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2. As of September 30, 2003, there were approximately 132,117,834 Common Shares outstanding. The Common Shares are traded on the Toronto Stock Exchange ("TSX").
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At that time Wittington owned directly or indirectly approximately 62.5% of all the Common Shares. GWL was in the process of unwinding certain currency swaps and interest rates swaps, which were established for hedging purposes in 2001. The gross proceeds from unwinding these swaps are expected to be approximately $338,000,000.
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The board of GWL determined that the best use for the net proceeds of the unwinding of these swaps would be to buy back Common Shares.
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3. Wittington is a corporation incorporated under the laws of Canada. It is not a reporting issuer in any jurisdiction. Wittington owns directly or indirectly approximately 82,693,979 Common Shares, representing 62.5% of all the Common Shares outstanding.
 
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4. GWL is in the process of unwinding certain currency swaps and interest rates swaps, which were established for hedging purposes in 2001. The gross proceeds from unwinding these swaps are expected to be approximately $338,000,000.
 
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5. The board of directors of GWL (the "Board") has determined that the best use for the net proceeds of the unwinding of these swaps would be to buy back Common Shares.
 
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6. After Wittington expressed an interest in selling some of its Common Shares to GWL, the Board established a committee of independent directors (the "Independent Committee") to consider whether, and on what terms, GWL should purchase Common Shares from Wittington.
 
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7. Wittington has made an irrevocable offer (the "Offer") to GWL to sell, or cause a wholly-owned subsidiary to sell, approximately 2 million Common Shares to GWL at a price equal to 96% of the lesser of (a) the volume weighted average price on the TSX for the 20 business days prior to the receipt by Wittington of notice of acceptance by GWL of the Offer, and (b) the volume weighted average closing price for the Common Shares traded on the TSX for the three trading days (the "Previous 3 Day Price") immediately prior to the closing of the proposed acquisition of the Common Shares under the Offer (the "Transaction"). The Offer is open for acceptance until November 11, 2003 and has not as yet been accepted by GWL. The Offer is subject to the price under the Transaction not being less than $95.
 
  
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8. If GWL accepts the Offer, GWL proposes to announce prior to the opening of the TSX on November 12th 2003 that it has unwound its swaps and intends to use some of the resulting proceeds to complete the Transaction. The Transaction will close on November 17, 2003, unless on such day 96% of the Previous 3 Day Price is less than $95, in which case the Transaction will close on the first trading day thereafter and on or before December 1, 2003 on which 96% of the Previous 3 Day Price is not less than $95.
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Wittington then made an irrevocable offer to GWL to sell  approximately 2 million Common Shares to GWL at a price around 96% of the average price on the stock exchange for previous 20 days business.
  
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9. The Independent Committee has, subject to obtaining any regulatory approvals, approved the Transaction on the terms set out in the Offer and has determined that the Transaction is in the best interests of GWL. In particular, the Independent Committee is of the view that GWL could purchase Common Shares pursuant to the Transaction at a price lower than the price at which GWL could purchase Common Shares under its existing normal course issuer bid. The Independent Committee is also of the view that all other shareholders of GWL would be able to sell their Common Shares on the TSX at a price that, after commissions, would be no less than the price Wittington would receive under the Transaction.
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The Securities Commission granted the commission.<ref> [http://www.osc.gov.on.ca/Regulation/Orders/2003/ord_20031121_222_georgewestonltd.jsp] <ref/>
  
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10. The Transaction does not adversely affect GWL or the rights of any of GWL's security holders and it does not materially affect control of GWL.
 
  
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11. The market for the Common Shares is extremely liquid with the average active aggregate daily trades on the TSX for the period of June 18 to September 18, 2003 being in excess of 57,000 shares, with a value in excess of $6,000,000. The market for the Common Shares is a "liquid market" within the meaning of section 1.3 of Commission Rule 61-501.
 
  
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12. At the time that the price for the Common Shares under the Transaction was negotiated, Wittington was not aware of any undisclosed material information in respect of GWL or the Common Shares that could reasonably be expected to affect the value of the Common Shares.
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== References ==
  
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13. Wittington has advised GWL that it does not object to the granting of this order by the Commission.
 
  
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<ref> [http://www.osc.gov.on.ca/Regulation/Orders/2003/ord_20031121_222_georgewestonltd.jsp] <ref/>
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<references/>

Revision as of 16:21, 18 October 2007

George Weston Limited is a Canadian public company founded in 1882 and through its operating subsidiaries constitutes one of North America’s largest food processing and distribution groups. Weston has two reportable operating segments: Weston Foods and Loblaw Companies Limited. Weston Foods is primarily engaged in the baking and dairy industries within North America. Loblaw is Canada’s largest food distributor and a leading provider of general merchandise, drugstore and financial products and services.


Directors

Chairman and President of the Corporation; former Chairman, Loblaw Companies Limited; Chairman, Holt, Renfrew & Co., Limited, Brown Thomas Group Limited and Selfridges & Co. Ltd; President, The W. Garfield Weston Foundation; Director, Associated British Foods plc.

Deputy Chairman of the Corporation, Loblaw Companies Limited and Selfridges & Co. Ltd; Chairman, Royal Mail Group; former President and Chief Executive Officer, Wal-Mart Europe; former Chief Executive, Asda Stores Ltd.; Director, Loblaw Companies Limited, BHS Ltd, BskyB plc, Selfridges & Co. Ltd, Holt, Renfrew & Co., Limited

Retired Chairman, Toronto Dominion Bank; former Chairman & CEO, Toronto Dominion Bank; Director, Dana Corporation, Canadian National Railway Company and Telus Corporation; Chancellor, Queen’s University.

Vice Chairman and former President, Wittington Investments, Limited; former Senior Tax Partner, Price Waterhouse Canada; Director, Holt, Renfrew & Co., Limited and Brown Thomas Group Limited.

Former Vice Chairman and Director, Nesbitt Burns Inc; former Executive, Nesbitt Burns Inc. and its predecessor companies; Director, Leon’s Furniture Limited, Sixty Split Corporation, TD Asset Management USA Funds Inc., Provigo Inc. and R. Split II Corporation.

Retired Chairman, President and Chief Executive Officer, Harris Corporation; former Chairman, Executive Committee of the Manufacturers Alliance; Director, Vulcan Materials Company, AuthenTec, Inc.; former Governor, Aerospace Industries Association; Chairman, Board of Trustees of the Florida Institute of Technology; former Member of U.S. Secretary of Defense’s Defense Policy Advisory Committee on Trade.

Education Consultant, University of Victoria; Associate, Faculties of Management, Education, Engineering, Law and Fine Arts, University of Calgary; President, EnerG Enterprises Inc.; Director, Pier 21 Foundation and The Victoria Foundation.

President and Director, Wittington Investments Limited; President and Chief Executive Officer, Sumarria Inc.; former Vice-Chairman and Director of National Bank Financial; former Senior Executive Vice President and Managing Director,Lévesque Beaubien Geoffrion Inc.; Chairman and Director, President’s Choice Bank and Graymont Limited; Director, Loblaw Companies Limited,Brown Thomas Group Limited, Holt, Renfrew & Co., Limited, Power Corporation of Canada, Power Financial Corporation, Provigo Inc. and Selfridges & Co. Ltd.

Chairman, Cambridge Research Group and Guinness Flight Venture Capital Trust plc; Director, Millipore Corporation, Advent International Corporation, Hermes Focus Asset Management Limited, Glenhuron Bank Limited and Glenmaple Reinsurance Limited.

Chairman and Chief Executive Officer, The Penguin Group; former Group Finance Director, Pearson plc; former Managing Director, Financial Times newspaper; Director, Pearson plc and Interactive Data Corporation Inc.

President and Chief Executive Officer and Director, Torstar Corporation; President Emeritus, University of Toronto; Director, Bank of Montreal, Onex Corporation, Four Seasons Hotels Inc. and Toronto Community Foundation; Chairman, the Visiting Committee for Harvard Law School.

Treasurer, The W.Garfield Weston Foundation; Trustee, Toronto Art Centre; Honorary Trustee, American Museum Trustee Association and Royal Ontario Museum; Director, The Canadian Merit Scholarship Foundation.


Wittingotn shares

In October 2003 Weston applied to the Securities Commission of Ontario for an exmption from issuer bid requirements in the matter of its buying shares from Wittington Investments Limited. Wittington is the controlling shareholder of GWL. Wittington made an approach to GWL offer to sell approximately 2 million of its common shares at below the market price.

At that time Wittington owned directly or indirectly approximately 62.5% of all the Common Shares. GWL was in the process of unwinding certain currency swaps and interest rates swaps, which were established for hedging purposes in 2001. The gross proceeds from unwinding these swaps are expected to be approximately $338,000,000. The board of GWL determined that the best use for the net proceeds of the unwinding of these swaps would be to buy back Common Shares.

Wittington then made an irrevocable offer to GWL to sell approximately 2 million Common Shares to GWL at a price around 96% of the average price on the stock exchange for previous 20 days business.

The Securities Commission granted the commission.<ref> [1] Cite error: The opening <ref> tag is malformed or has a bad name


References

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