The interpretations of the law presented here, as it applies to this Offer, are entirely incorrect and misleading. There is no hold applied to any shares taken up under this Offer. The only reason there is ever a hold applied to certain shares is if they are offered under a prospectus exempt private placement. Such new shares often have significant value incentives not available to all other shareholders. The law requires at least a four month hold in order to allow other shareholders, and the marketplace, to decide how they wish to deal with the situation. After that hold, all shares are equal again. In this case, a share is a share, and all will be free-trading, as soon as they are issued.
The Ontario Securities Act has very specific rules about how an offer must proceed. This offer is in full compliance with those laws. Noront may not take up any shares until November 18, at the earliest. They have complete discretion about what they might do once they learn how many FWR shares have been tendered, at that point in time. They could take up none (if less that 66 2/3%), or the amount that really were tendered. They could waive the 66 2/3% requirement, and take up a lesser number. They could extend the offer, or change the terms. But if they choose to do that, they need to go through the whole public disclosure thing to notify everyone of any material changes, and you have a minimum of 10 days to decide if that change(s) affects your decision. Any changes whatsoever in the material content of the offer will always give you 10 days, or more, to make up your mind. That could include, and will always allow, withdrawing your tender.
The 120 day thing arises only in the case where there are 90% or more of the FWR shares tendered to the offer. The rule comes from Part XVII of the Canada Business Corporations Act , under the rules governing Compulsory Acquisitions. This is more fully explained in Section 18 of the Offer.
Nobody will be tricked in this process, if they pay attention to the documents they receive. However, listening to amateur lawyers on the internet, including me, could really lead you to make bad decisions. If you don't understand the documents you receive, obtain competent professional or legal counsel.
I'm going back to my sabbatical. This was a one-off post.
Lar
