Fording Canadian Coal Trust Announces Mailing of Circular for Proposed Sale of Assets to Teck Cominco Limited
10 September 2008 - 1:30AM
Marketwired
Fording Canadian Coal Trust (TSX: FDG.UN) (NYSE: FDG) today
announced that it has mailed its notice of special meeting and
management information circular to the holders of its units,
exchange options and phantom units (who, collectively, are all of
the securityholders of Fording) in connection with the previously
announced proposed sale of its assets to Teck Cominco Limited. The
special meeting of the securityholders will be held in the Alberta
Room at the Palliser Hotel, 133-9th Avenue SW, Calgary, Alberta, on
September 30, 2008 at 9:00 a.m. Mountain time.
The circular includes the unanimous recommendation of the
trustees of Fording and the directors of Fording (GP) ULC that are
independent of Teck that unitholders vote for the arrangement.
Securityholders are urged to read the circular in its entirety. If
securityholders authorize the arrangement, Fording and Teck expect
that all of the conditions to closing will be satisfied or waived
on or about the meeting date. If the conditions to closing are
satisfied or waived on or about September 30, 2008, Fording and
Teck expect that the arrangement will close on or about October 30,
2008.
Holders of units should be aware of the Canadian income tax
consequences of the arrangement summarized under "Certain Tax
Considerations for Unitholders-Certain Canadian Federal Income Tax
Considerations" in the circular, including the treatment of amounts
payable to holders of units under the arrangement. In particular,
for Canadian federal income tax purposes, Fording expects that all
or substantially all of the distributions and other amounts payable
to holders of units under the arrangement, including all cash
amounts and the fair market value of any Class B subordinate voting
shares of Teck, will constitute ordinary income to holders of units
and, in the case of non-resident holders of units, will be subject
to Canadian non-resident withholding tax. This income inclusion
cannot be offset by capital losses, if any, recognized as a result
of the arrangement. Taxable holders of units who are resident in
Canada and who hold their units on capital account and holders of
units who are not residents of Canada will want to consider
disposing of their units on the Toronto Stock Exchange (the "TSX)
or the New York Stock Exchange ("NYSE") with a settlement date that
is prior to the closing date of the arrangement and should consult
their own tax and investment advisors with regard to this decision.
Holders of units who decide to dispose of their units are advised
that: (a) the TSX is expected to establish special trading rules
for the three trading days preceding the closing date of the
arrangement to facilitate settlement prior to the closing date of
trades occurring on the TSX during that three day period; and (b)
the NYSE is expected to halt trading in the units during the three
trading days prior to the closing date of the arrangement and as
such, holders of units will not be able to trade their units on the
NYSE during such three day period and trades over the NYSE made
prior to such three day period should settle in accordance with the
NYSE's typical T+3 settlement cycle prior to the closing date of
the arrangement.
Copies of the circular will be available at www.sec.gov and at
www.sedar.com. In addition, copies of the circular will be
available on Fording's website at www.fording.ca. Securityholders
with questions or requiring more information regarding the
arrangement described in the circular are asked to contact Laurel
Hill Advisory Group, Fording's proxy solicitation agent, at
1-866-570-5373.
Fording also wishes to announce that the trustees of Fording
have resolved to terminate the Premium Distribution(TM) and
Distribution Reinvestment Plan of Fording contingent on the
approval of the arrangement resolution at the meeting by
securityholders. The trustees of Fording resolved to terminate the
plan in order that registered holders of units who are participants
in the plan will receive unit certificates representing the whole
units held by them through the plan in advance of the closing date
of the arrangement without further action. Fractional unitholdings
will be settled through a cash payment in accordance with the terms
of the plan.
About Fording
Fording Canadian Coal Trust is an open-ended mutual fund trust
and one of the largest royalty trusts in Canada. Fording holds a
60% interest in the metallurgical coal operations of the Elk Valley
Coal Partnership. Fording's units are traded on the TSX under the
symbol FDG.UN and on the NYSE under the symbol FDG.
Forward-Looking Information Advisory
This press release contains forward-looking information within
the meaning of the United States Private Securities Litigation
Reform Act of 1995 and the Ontario Securities Act relating, but not
limited to, Fording's expectations, intentions, plans and beliefs.
Forward-looking information can often be identified by
forward-looking or similar words suggesting future outcomes, or
other expectations, beliefs, plans, objectives, assumptions,
intentions or statements about future events or performance.
Holders of units are cautioned not to place undue reliance on
forward-looking information. By its nature, forward-looking
information involves numerous assumptions, known and unknown risks
and uncertainties, of both a general and specific nature, that
could cause actual results to differ materially from those
suggested by the forward-looking information or contribute to the
possibility that predictions, forecasts or projections will prove
to be materially inaccurate.
These risks include, but are not limited to, the delay or
failure by Teck to obtain the required financing to complete the
arrangement, the failure by Teck to obtain sufficient proceeds from
the sale of its units of Fording to complete the arrangement, any
action being taken which results in a material and adverse change
in Teck or Fording including in the anticipated tax treatment of
the arrangement, an absence of liquidity for units prior to or
during the pre-closing period, the failure to satisfy the
conditions to consummate the arrangement, including the approval of
the arrangement resolution by the Securityholders in the manner
required by the interim order, the approval of the arrangement by
the court, the occurrence of any event, change or other
circumstances that could give rise to the termination of the
arrangement agreement, the delay of consummation of the arrangement
or failure to complete the arrangement for any other reason
(including the delay or failure to obtain the closing regulatory
approvals) and the costs, fees, expenses and charges related to the
arrangement exceeding certain thresholds. Fording cautions that the
list of risks and assumptions set forth or referred to above is not
exhaustive. Some of the risks, uncertainties and other factors
which may negatively affect the reliability of forward-looking
information are discussed in the Circular as well as in Fording's
public filings with the Canadian and United States securities
regulatory authorities, including its most recent management
information circular, annual report, management's discussion and
analysis, quarterly reports, material change reports and new
releases. Fording's public filings are available through Fording's
website at www.fording.ca. Copies of Fording's Canadian public
filings are available on SEDAR at www.sedar.com. Fording's public
filings in the United States, including Fording's most recent
annual report on Form 40-F and its filings on Form 6-K, are
available at www.sec.gov. Fording further cautions that information
contained on, or accessible through, these websites is current only
as of the date of such information and may be superseded by
subsequent events, public statements or filings. Fording undertakes
no obligation to update publicly or otherwise revise any
information, including any forward-looking information, whether as
a result of new information, future events or other such factors
that affect this information, except as required by law.
Contacts: Fording Canadian Coal Trust Colin Petryk Director,
Investor Relations (403) 260-9823 Fording Canadian Coal Trust Najda
Dupanovic Coordinator, Investor Relations (403) 260-9892 Email:
investors@fording.ca Website: www.fording.ca Lute & Company
John Lute Media Contact (416) 929-5883 x222 Email:
jlute@luteco.com
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