CALGARY, Jan. 1 /PRNewswire/ -- Trimac Income Fund (the "Fund") and Trimac Transportation Ltd. ("TTL") announced today that they have closed the previously announced conversion of the Fund to a corporation (the "Conversion") pursuant to a plan of arrangement under the Business Corporations Act (Alberta) and related transactions.
The Conversion was approved at the special meeting (the "Meeting") of the holders of trust units ("Units") and exchangeable security voting rights of the Fund held on December 10, 2010, with 99.81% of the votes represented at the Meeting being cast in favour of the Conversion. On December 13, 2010, the Alberta Court of Queen's Bench granted the final order approving the Conversion.
Pursuant to the Conversion, all of the outstanding Units were exchanged for Class A Common Shares ("Class A Shares") of TTL on a one-for-one basis. Class A Exchangeable Shares, Series 1, Class A Exchangeable Shares, Series 5 and Class B Exchangeable Shares, Series 3 of Trimac Transportation Services Inc. ("TTSI") were exchanged for Class A Shares on a one-for-one basis. Class A Exchangeable Shares, Series 2 ("Series 2 Shares") and Class B Exchangeable Shares, Series 4 ("Series 4 Shares") of TTSI were exchanged for Class B Convertible Voting Shares ("Class B Shares") of TTL on the basis of 2.02604 Class B Shares for each Series 2 Share and each Series 4 Share.
Subject to the satisfaction of all listing conditions, it is expected that trading of the Class A Shares on the Toronto Stock Exchange under the symbol TMA will commence on or about January 6, 2011.
Continued Ownership of Securities by Jeffrey J. McCaig
As a result of the Conversion, Mr. Jeffrey J. McCaig, Chairman and CEO of TTL, indirectly acquired ownership of, and control or direction over, 5,071,530 Class A Shares and 6,336,168 Class B Shares. The Class A Shares indirectly owned by Mr. McCaig and over which he exercises control or direction represent approximately 26.51% of the outstanding Class A Shares and the Class B Shares indirectly owned by Mr. McCaig and over which he exercises control or direction represent approximately 84.23% of the outstanding Class B Shares. In aggregate, the Class A Shares and the Class B Shares indirectly owned by Mr. McCaig and over which he exercises control or direction represent approximately 42.8% of the outstanding voting securities of TTL.
As a result of the Conversion, Trimac Holdings Ltd. ("Trimac Holdings") and a wholly owned subsidiary of Trimac Holdings (Trimac Holdings and such subsidiary are hereinafter referred to as "THL") acquired ownership of 6,482,795 Class A Shares and 7,522,526 Class B Shares. Trimac Holdings is controlled by Mr. McCaig. THL does not exercise control or direction over the Class A Shares and Class B Shares so acquired. Jeffrey J. McCaig exercises control and direction over 2,807,186 of the Class A Shares held by THL and control and direction over 6,336,168 of the Class B Shares held by THL (being a part of the Class A Shares and all of the Class B Shares referred to in the preceding paragraph). Control and direction over the remaining Class A Shares and Class B Shares held by THL is exercised by shareholders of Trimac Holdings other than Mr. McCaig. The Class A Shares owned by THL represent approximately 33.89% of the outstanding Class A Shares and the Class B Shares owned by THL represent 100% of the outstanding Class B Shares. In aggregate, the Class A Shares and Class B Shares owned by THL represent approximately 52.55% of the outstanding voting securities of TTL.
For a copy of the early warning report filed on behalf of Mr. McCaig pursuant to National Instrument 62-103 in relation to the acquisition of the securities described above, contact either of the persons designated below.
Trimac Transportation Ltd.
TTL through its wholly-owned subsidiary Trimac Transportation Services Limited Partnership ("Trimac") is Canada's largest provider of bulk trucking services with operations from coast to coast. In addition, through its National Tank Services division, Trimac performs repairs, maintenance and tank-trailer cleaning services for both the Trimac fleet and for third party commercial customers. Trimac also provides third party transportation logistics services in Canada and the United States through its wholly owned subsidiary Bulk Plus Logistics.
Trimac Income Fund
CONTACT:
Jeffrey J. McCaig
Chairman and Chief Executive
Officer
Trimac Transportation Ltd
-or-
Scott D. Calver
Vice President and Chief Financial Officer
Trimac Transportation
Ltd.
Telephone: 403-298-5100
Facsimile: 403-298-5146
