Odd Lot Index

NICHOLAS FINANCIAL INC NICK

Terms unclear

Unclear — read the filing yourself
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.
StatusClosed
Closing date2015-03-13
How it is pricedDutch auction
Odd-lot thresholdFewer than 100 shares
Must tender everything you holdYes
Must tick the odd-lot box on the formYes
Price offeredUSD $14.60 to $15.60 per share, in steps of $0.25
Most an odd-lot tender could be$1,445.40 to $1,544.40

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.

election_required = True...ders should be aware that this election could mean that none of their Shares will be purchased if they check a box other than the box representing the price at or below the Final Purchase Price. In addition, odd lot holders who tender all of their Shares must complete the section entitled “Odd Lots” in the Letter of Transmittal to qualify for the preferential treatment available to odd lot holders as set forth in Section 1. Shareholders holding their Shares through a broker, dealer, commercial bank, trust company or other nominee must contact the nominee in order to tender their Shares. Shareholders who hold Shares through nominees are urged to consult their no...
expiry = 2015-03-13...Subsidiary Of Up to $70.0 million in Value of its Common Shares At a Purchase Price Not Greater than $15.60 per Share Nor Less Than $14.60 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 13, 2015, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). Nicholas Financial, Inc., a British Columbia, Canada corporation (the “Company”), invites its shareholders to tender up to $70.0 million...
listed = True...ly 38.9% of the Company’s outstanding Shares as of February 6, 2015. THE OFFER IS CONDITIONED ON MINIMUM AGGREGATE VALUE OF $50.0 MILLION IN SHARES BEING TENDERED. THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7. The Shares are listed and traded on the NASDAQ Global Select Market under the symbol “NICK.” On February 9, 2015, the last full trading day prior to the commencement of the Offer, the last reported sale price of the Shares was $14.67 per Share. Shareholders are urged to obtain current market quotations for the Shares before deciding whether and at what purchase price or purchase pric...
mechanism = DUTCH...e believe that we can increase our earnings per Share and return on equity without taking undue liquidity risk in the event of a business downturn or liquidity crisis. We believe that this could, in turn, positively impact our stock price. We believe that the modified “Dutch auction” tender offer described in this Offer to Purchase represents an efficient mechanism for us to provide our shareholders with the opportunity to tender all or a portion of their Shares and, thereby, potentially receive a return of some or all of their investment. The Offer provides shareholders (including those with significant stockholdin...
must_tender_all = True...r of Transmittal. Tendering shareholders should be aware that this election could mean that none of their Shares will be purchased if they check a box other than the box representing the price at or below the Final Purchase Price. In addition, odd lot holders who tender all of their Shares must complete the section entitled “Odd Lots” in the Letter of Transmittal to qualify for the preferential treatment available to odd lot holders as set forth in Section 1. Shareholders holding their Shares through a broker, dealer, commercial bank, trust company or other nominee must contact the nominee in order to tender their Shares....
price = USD 14.6-15.6...commonly called a modified “Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to sell your Shares. The price range for the Offer is $14.60 to $15.60 per Share. We will select the lowest purchase price, not greater than $15.60 nor less than $14.60 per Share, that will allow us to purchase $70.0 million in value of Shares, based on the number of Shares tendered, or, i...
threshold = 100...ding provisions will apply to the greater value. Odd Lots For purposes of the Offer, the term “odd lots” means all Shares properly tendered at prices at or below the Final Purchase Price held by a shareholder who owns beneficially or of record an aggregate of fewer than 100 Shares, which we refer to as an “odd lot holder,” and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder must tender all Shares owned beneficially or of record by the odd lot holder in accordance with the procedures described in Section 3. As set forth above,...
txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 d864902dex99a1i.htm OFFER TO PURCHASE Offer to Purchase Table of Contents Exhibit (a)(1)(i) NICHOLAS FINANCIAL, INC. Offer to Purchase for Cash By its Wholly-Owned Indirect Subsidiary Of Up to $70.0 million in Value of its Common Shares At a Purchase Price Not Greater than $15.60 per Share Nor Less Than $14.60 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL...

The filings

FiledFormRoleOn EDGAR
2015-02-10SC TO-Ioriginal (governing)View