Teck Announces Receipt of Final Order Approving Plan of Arrangement and Further Details in Respect of Sunset for Dual Class Share Structure
April 28 2023 - 8:41PM
Teck Resources Limited (TSX: TECK.A and TECK.B, NYSE: TECK)
(“Teck”) announced today that the Supreme Court of British Columbia
has issued a final order approving the previously announced plan of
arrangement under the Canada Business Corporations Act to introduce
a six-year sunset for the multiple voting rights attached to the
Class A common shares of Teck (the “Dual Class Amendment”).
As explained more fully in Teck’s management proxy circular
dated March 23, 2023, which includes the plan of arrangement, on
the effective date of May 12, 2023, each Class A common share will
be acquired by Teck in exchange for one new Class A common share
and 0.67 of a Class B subordinate voting share. The terms of the
new Class A common shares will be identical to the terms of the
current Class A common shares, but will provide that, on the sixth
anniversary of the effective date of the Dual Class Amendment,
being May 12, 2029, all new Class A common shares will
automatically be exchanged for Class B subordinate voting shares,
which will be renamed “common shares”.
Class A common shareholders of record as of the close of
business on May 11, 2023 (the “Record Date”) will receive from TSX
Trust Company, Teck’s registrar and transfer agent, on or about May
19, 2023 (the “Payment Date”) 0.67 of a Class B subordinate voting
share per each Class A common share.
The Toronto Stock Exchange has determined that the Class A
common shares will trade on a due bill basis from May 10, 2023
(being one trading day prior to the Record Date) to the Payment
Date (i.e., May 19, 2023), inclusive. A due bill is an entitlement
attached to listed securities undergoing a material corporate
action, such as the Dual Class Amendment. In this instance, the
entitlement is to the new Class A common shares and Class B
subordinate voting shares on the exchange of the Class A common
shares. Any trades that are executed during the due bill period
will be flagged to ensure purchasers receive the entitlement to a
new Class A common share and 0.67 of a Class B subordinate voting
share per each Class A common share issuable as a result of the
Dual Class Amendment. Ex-distribution trading in the Class A common
shares on a post-Dual Class Amendment basis will commence on May
23, 2023, as of which date purchases of Class A common shares will
no longer have the attaching entitlement. The due bill redemption
date will be May 24, 2023.
Shareholders will not need to take any action in connection with
the Dual Class Amendment. Currently outstanding share certificates
and direct registration system (“DRS”) advice statements
representing Class A common shares will continue to be effective
and should be retained by shareholders and not forwarded to Teck or
TSX Trust Company. Teck will use the DRS to electronically register
the Class B subordinate voting shares issued pursuant to the Dual
Class Amendment, rather than issuing physical share certificates.
On or around May 19, 2023, TSX Trust Company will send out DRS
advice statements to registered shareholders indicating the number
of Class B subordinate voting shares that they are receiving as a
result of the Dual Class Amendment. In addition, TSX Trust Company
will electronically issue the appropriate number of Class B
subordinate voting shares to CDS Clearing and Depositary Services
Inc. (“CDS”) for further distribution by CDS to its participants.
Non-registered (beneficial) shareholders who hold their Class A
common shares in an account with their investment dealer or other
intermediary will have their accounts automatically updated by such
investment dealer or intermediary to reflect the Class B
subordinate voting shares issued pursuant to the Dual Class
Amendment in accordance with the applicable brokerage account
providers’ usual procedures.
In no event will any Class A common shareholders be entitled to
receive a fractional Class B subordinate voting share pursuant to
the Dual Class Amendment. Where the aggregate number of Class B
subordinate voting shares to be received by a Class A common
shareholder would result in a fraction of a Class B subordinate
voting share being issuable (i) the number of Class B subordinate
voting shares to be issued to such shareholder will be rounded down
to the closest whole number; (ii) TSX Trust Company will aggregate
all such fractional Class B subordinate voting shares and cause
them to be sold in the open market for the account of such
shareholders; and (iii) the proceeds that TSX Trust Company may
realize from the sale of such fractional Class B subordinate voting
shares will be distributed, after deducting any required
withholding taxes and any brokerage charges, commissions and
transfer taxes, to each shareholder entitled thereto pro rata to
their respective fractional interests.
About TeckAs one of Canada’s leading mining
companies, Teck is committed to responsible mining and mineral
development with major business units focused on copper, zinc, and
steelmaking coal. Copper, zinc and high-quality steelmaking coal
are required for the transition to a low-carbon world.
Headquartered in Vancouver, Canada, Teck’s shares are listed on the
Toronto Stock Exchange under the symbols TECK.A and TECK.B and the
New York Stock Exchange under the symbol TECK. Learn more about
Teck at www.teck.com or follow @TeckResources.
Investor Contact:Fraser PhillipsSenior Vice
President, Investor Relations and Strategic
Analysis604.699.4621fraser.phillips@teck.com
Media Contact:Chris Stannell Public Relations
Manager604.699.4368chris.stannell@teck.com
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