| DECEMBER 31, 1998
Noranda Distributes Interest in Nexfor Inc. (Formerly Noranda Forest)
On December 31, 1998, Noranda Inc., divested its interest in Noranda Forest Inc. Following the divestiture, Noranda Forest Inc. became known as Nexfor Inc.
As a result of this restructuring, common shareholders of Noranda became entitled to the following securities for each Noranda common share owned at the close of business on December 30, 1998:
1 new Noranda common share;
0.436 of a Nexfor Inc. common share; and
0.25 of a Canadian Hunter common share
Nexfor common shares closed at CAD $6.05 on December 31, 1998.
For tax purposes, Noranda Inc. asserted that it was reasonable for common shareholders to allocate 14% of the adjusted cost base of their Noranda common shares on December 31, 1998 to their new Nexfor common shares.
In general, a Canadian resident holder of Nexfor Inc. common shares who held such shares as capital property will not realize a capital gain or loss upon the receipt of Nexfor shares unless the holder elects otherwise pursuant to the provisions of the Income Tax Act.
Shareholders other than Canadian residents should consult their tax advisors with respect to the tax consequences of the Arrangement, the receipt of distributed shares and the payment for fractional interests.
JUNE 30, 2004
Nexfor Completes Distribution of Fraser Papers Inc.; Nexfor Renamed Norbord Inc.
On June 30, 2004, Nexfor Inc. distributed its paper and timberlands business (Fraser Papers) to shareholders, resulting in the creation of a new publicly traded company, Fraser Papers Inc. (FPS-TSX).
Concurrent with this distribution, Nexfor Inc. was renamed Norbord Inc. and its trading symbol became NBD-TSX.
As of June 30, 2004, one common share of Nexfor Inc. was equal to one common share of Norbord Inc. and 1/5 of a common share of Fraser Papers Inc.
For tax purposes, the Company believed it is reasonable for common shareholders to allocate 75% of the cost base of their Nexfor Inc. common shares to their Norbord common shares and the remaining 25% to their Fraser Papers common shares.
In general, a Canadian resident holder of Nexfor Inc. common shares who held such shares as capital property will not realize a capital gain or loss upon the receipt of Norbord Inc. and Fraser Papers shares unless the holder elects otherwise pursuant to the provisions of the Income Tax Act.
Shareholders other than Canadian residents should consult their tax advisors with respect to the tax consequences of the Arrangement, the receipt of distributed shares and the payment for fractional interests.
Please refer to page 35 of the Nexfor Management Proxy Circular dated May 3, 2004 for a detailed description of tax implications. A copy of this Circular can be found on SEDAR.
NOVEMBER 17, 2008
Norbord Files Final Prospectus for CAD$240 Million Rights Offering
Under the Offering, shareholders of record on November 27, 2008 received one Right for each common share held. Each Right entitled the holder to purchase 1.81 Units at the price of CAD$0.88 per Unit. Each Unit was comprised of one common share and one half of a common share purchase warrant (“Warrant”). Each whole Warrant entitled the holder to purchase one common share at a price of CAD$1.36 at any time over the five years following the Expiry Date (December 22, 2008).
Brookfield Asset Management Inc. (“Brookfield”) (TSX:BAM; NYSE:BAM), provided a standby purchase commitment in respect of the Offering.
The common shares of the Company began trading on the TSX on an ex-rights basis at the opening of business on November 25, 2008.
Upon completion of the Offering, a total of approx. 432 million common shares and 136 million warrants of Norbord Inc. were issued and outstanding.
The warrants expire December 24, 2013.
OCTOBER 16, 2009
Norbord Implements One-For-Ten Share Consolidation
Norbord’s Board of Directors authorized the implementation of a share consolidation on the basis of one post-consolidation Common Share for every 10 pre-consolidation Common Shares, effective October 16, 2009 (the “Effective Date”).
The approximately 432 million Common Shares of the Company currently outstanding were reduced to approximately 43.2 million Common Shares, as approved by shareholders at the Company’s annual and special meeting held on April 29, 2009. No fractional shares were issued. Any fractions of a share were rounded down to the nearest number of Common Shares that is a multiple of 10. The exercise or conversion price and the number of Common Shares issuable under any of the Company’s outstanding warrants, stock options and deferred share units were proportionately adjusted upon consolidation.
As a result of Norbord Inc.’s one-for-ten common share consolidation effective October 16, 2009 (the “Consolidation Effective Date”), the formula for determining the new Exercise Price for warrants has been adjusted as follows:
Exercise Price x number of shares on the Consolidation Effective Date
number of shares after consolidation
$1.36 x 431,756,798 = $1.36 x 10 = $13.60
43,173,195
Put another way, ten warrants + $13.60 = 1 common share of Norbord Inc. as of the Consolidation Effective Date.
The Company’s Common Shares continue to be traded on the TSX under the symbol “NBD” on a post-consolidation basis, under a new CUSIP number - 65548P403. Norbord’s Common Shares began trading on a post-consolidation basis on the TSX on October 21, 2009.
you are a registered holder of Norbord common stock (i.e. the shares are held in your name and you have possession of the stock certificates) and have questions regarding your shares, please contact Norbord’s transfer agent, CIBC Mellon at 416-643-5500 or 1-800-387-0825.
If you have questions regarding Norbord, please contact the Investor Relations department at 416-365-0705.
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