AuRico Gold Inc.
Odd lots go first
Read automatically from the filing
In a Dutch auction, tendering too high can cost you the priority. The company picks the lowest price that buys the shares it wants, and everyone at or below that price gets it. Tender above it and your shares come back unpurchased — and because you are not in the accepted pool at all, the odd-lot priority never applies. Most offers have a box meaning "accept whatever price is determined", which keeps you in the pool; the trade-off is that you give up any say in the price. The filing explains both.
| Status | Closed |
|---|---|
| Closing date | 2013-01-23 |
| How it is priced | Dutch auction |
| Odd-lot threshold | Fewer than 100 shares |
| Must tender everything you hold | Not stated |
| Must tick the odd-lot box on the form | Not stated |
| Price offered | USD $8.30 to $9.30 per share, in steps of $0.05 |
| Most an odd-lot tender could be | $821.70 to $920.70 |
Where each of these comes from
Every line above was read out of the filing. Here is the wording it was read from, so you can check it.
expiry = 2013-01-23...his Offer to Purchase, the accompanying Issuer Bid Circular (the "Circular") and the related Letter of Transmittal and Notice of Guaranteed Delivery (which together constitute the "Offer"). The Offer expires at 5:00 p.m. (Eastern time) on January 23, 2013, unless withdrawn, extended or varied by AuRico (such time on such date, the "Expiration Date"). The Offer is not conditional upon any minimum number of Shares being tendered. The Offer is, however, subject to other conditions and AuRico r...
listed = True...ico's strong project pipeline also includes advanced exploration projects in Mexico and British Columbia. AuRico has its registered and executive office located at 110 Yonge Street, Suite 1601, Toronto, Ontario, M5C 1T4 Canada. The Corporation's common shares are listed on the Toronto Stock Exchange (TSX: AUQ) and the New York Stock Exchange (NYSE: AUQ). The Corporation was incorporated under Part 1A of the Companies Act (Quebec) on February 25, 1986, under the name "Golden Rock Explorations Inc." By Articles of Amendment dated April 17, 1998, the Corporation changed its name to "Gammon Lake Resources Inc." and consolidated its comm...
mechanism = DUTCH...rests of the Corporation and its Shareholders. See "Issuer Bid Circular — Purpose and Effect of the Offer". What will the Purchase Price for the Shares be and what will be the form of payment? We are conducting the Offer through a procedure commonly called a "modified Dutch auction". This procedure allows Shareholders to select the price within a price range specified by AuRico at which Shareholders are willing to sell their Shares. The price range for the Offer is US$8.30 to US$9.30 per Share. We will select the lowest Purchase Price that will allow us to purchase the maximum number of Shares properly tendered and...
mechanism = DUTCH...Announces Successful $300 Million Substantial Issuer Bid (all amounts are in US dollars unless otherwise indicated) Toronto: January 24, 2013: AuRico Gold Inc. (TSX: AUQ) (NYSE: AUQ), ("AuRico" or "the Company") today announced the preliminary results of its "modified Dutch auction" substantial issuer bid (the "Offer") to purchase for cancellation up to $300,000,000 of its outstanding common shares (the "Shares"). Shareholders of AuRico had the opportunity under the terms of the Offer to tender their Shares until 5:00p.m. EST on January 23, 2013 by electing an auction tender at a price of their choice between $8.30...
mechanism = DUTCH...ed) Toronto: January 29, 2013: AuRico Gold Inc. (TSX: AUQ) (NYSE: AUQ), ("AuRico" or the "Company") announced today that it has taken up and paid for 36,144,578 common shares ("Shares") at a price of $8.30 per Share (the "Purchase Price") under the Company's "modified Dutch auction" substantial issuer bid to purchase for cancellation up to $300,000,000 of its Shares (the "Offer"). The Shares purchased represent approximately 12.8% of the Shares outstanding on an undiluted basis as of January 23, 2013 (the expiry date of the Offer). After giving effect to the purchase, as of that date, AuRico had 246,395,391 Shares...
price = USD 8.3-9.3...to extend this Offer to Shareholders in such jurisdiction. OFFER TO PURCHASE FOR NOT MORE THAN US$300,000,000 IN CASH UP TO 36,144,578 OF ITS COMMON SHARES AT A PURCHASE PRICE OF NOT LESS THAN US$8.30 AND NOT MORE THAN US$9.30 PER COMMON SHARE AuRico Gold Inc. ("AuRico", the "Corporation", "we" or "us") invites its shareholders (the "Shareholders") to tender, for purchase and cancellation by the Corporation, common shares of the Corporation (...
price = USD 8.3-9.3...s of AuRico had the opportunity under the terms of the Offer to tender their Shares until 5:00p.m. EST on January 23, 2013 by electing an auction tender at a price of their choice between $8.30 and $9.30 per Share or, alternatively, by electing a purchase price tender at which they could sell their Shares at the Purchase Price (as defined below) to be determined by the Company pursuant to the Offer. All the terms and conditions o...
priority = True...l be treated the same as Shares deposited at the minimum Purchase Price of US$8.30 per Share and you can reasonably expect to have such deposited Shares purchased at the Purchase Price if any Shares are purchased under the Offer (subject to pro-ration and the preferential acceptance of Odd Lots). See "Offer to Purchase — Purchase Price" and "Offer to Purchase — Number of Shares and Pro-Ration". How will AuRico pay for the Shares? As a result of the closing of the Ocampo Mine Sale, we have adequate available cash on hand to fund any purchases of Shares pursuant to the Offer up to the maximum aggregate purchase price of US$300,00...
threshold = 100...to be tendered) by the Successful Shareholders (with adjustments to avoid the purchase of fractional Shares), except that "Odd Lot" tenders will not be subject to pro-ration. See "Offer to Purchase — Number of Shares and Pro-Ration". What do I do if I own an 'Odd Lot' of Shares? If you beneficially own fewer than 100 Shares as of the Expiration Date and you tender all such Shares, we will accept for purchase, without pro-ration but otherwise subject to the terms and conditions of the Offer, all of your Shares deposited pursuant to an Auction Tender at or below the Purchase Price or pursuant to a Purchase Price Tender. You should check the appropriate place...
threshold = 100...174,377 Shares were properly tendered to the Offer. As the Offer was oversubscribed, validly tendering shareholders at the Purchase Price will have the number of Shares purchased prorated following determination of the final results of the Offer, except that "odd lot" tenders (of holders beneficially owning fewer than 100 Shares) will not be subject to pro-ration. AuRico expects that tendering shareholders subject to pro-ration will have approximately 34% of their tendered Shares purchased by AuRico under the Offer. The number of Shares to be purchased under the Offer, the pro-ration factor and the Purchase Price are preliminary. Final results will be determined...
threshold = 100...ng effect to the purchase, as of that date, AuRico had 246,395,391 Shares issued and outstanding on an undiluted basis. Shareholders that validly tendered at the Purchase Price had approximately 34.3% of their tendered Shares purchased by AuRico, except that "odd lot" tenders (of fewer than 100 Shares) at the Purchase Price were not subject to pro-ration. In accordance with the terms of the Offer, Shares tendered under an auction tender at a price higher than the Purchase Price were not purchased. Any Shares not purchased under the Offer, including Shares tendered at prices higher than the Purchase Price or invalidly deposited, will b...
txn_type = TENDER_OFFER...reof would not be in compliance with the laws of that jurisdiction. However, AuRico may, in its sole discretion take such action as it may deem necessary to make the Offer in any such jurisdiction and to extend this Offer to Shareholders in such jurisdiction. OFFER TO PURCHASE FOR NOT MORE THAN US$300,000,000 IN CASH UP TO 36,144,578 OF ITS COMMON SHARES AT A PURCHASE PRICE OF NOT LESS THAN US$8.30 AND NOT MORE THAN US$9.30 PER COMMON SHARE AuRico Gold Inc. ("AuRico", the "Corporation", "we" or "us") invites its shareholders (the "Shareholders") to tender, for purchase and cancellation by the Corporation, comm...
txn_type = TENDER_OFFER...ll release the final results, including the final Purchase Price and pro-ration factor. Shares tendered to the Offer but not purchased will be returned to shareholders as soon as practicable. The full details of the substantial issuer bid are described in the offer to purchase and circular dated December 17, 2012, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed with Canadian securities regulators (available on SEDAR at www.sedar.com) and, together with a tender offer statement on Schedule TO, were filed with the United States Securities and Exchange Co...
txn_type = ISSUER_BID...rapidly navigate through this document Exhibit (a)(5)(B) TSX: AUQ / NYSE: AUQ 110 Yonge Street, Suite 1601, Toronto, ON M5C 1T4 Canada Tel: +1.647.260.8880 Fax: +1.647.260.8881 auricogold.com PRESS RELEASE AuRico Gold Announces the Completion of $300 Million Substantial Issuer Bid (all amounts are in US dollars unless otherwise indicated) Toronto: January 29, 2013: AuRico Gold Inc. (TSX: AUQ) (NYSE: AUQ), ("AuRico" or the "Company") announced today that it has taken up and paid for 36,144,578 common shares ("Shares") at a price of $8.30 per Share (the "Purchase Price") under the Company's "modified Dutch auction"...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2012-12-18 | SC TO-I | original (governing) | View |
| 2013-01-24 | SC TO-I/A | amendment | View |
| 2013-01-30 | SC TO-I/A | amendment | View |