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Abstract
As set out in the Offer Document, the Offer is considered an insider bid under Canadian securities regulations as a result of Rosco (with its affiliates) being a significant shareholder of Arawak. Accordingly, without a waiver of this requirement being granted, a formal valuation of the Arawak Shares by an independent valuator would have been required to be included in the Offer Document. On 29 January 2009 the OSC granted an order which provided that Rosco had been exempted from the requirement to include the formal valuation in the Offer Document provided that, among other things: (i) Rosco would prepare and despatch to Arawak Shareholders a document (the "Supplemental Offer Document") incorporating the formal valuation, or a summary thereof, within seven days of receiving it from the independent valuator (that is, Macquarie); and (ii) the Arawak Board would prepare and despatch an amendment (the "Supplemental Directors' Circular") to the Directors' Circular to include any material information regarding the valuation and its impact (if any) on the Arawak Board's recommendation of the Offer, within seven days of receiving the valuation from the independent valuator
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent or more of any class of "relevant securities" of Arawak, all "dealings" in any "relevant securities" of Arawak (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Arawak, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Arawak by Rosco or Arawak, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.