CALGARY,
Dec. 9, 2013 /CNW Telbec/ - Pentland
Securities (1981) Inc. ("Pentland") and 4280661 Canada Inc.
announced today that one of their affiliates has agreed to monetize
a portion of its holdings of restricted voting exchangeable shares
of Molson Coors Canada Inc. (which are exchangeable on a
one-for-one basis for restricted voting shares in Molson Coors
Brewing Company ("Molson Coors")). This monetization transaction
(the "Transaction") permits Pentland and its affiliates to maintain
the diversification of their investment portfolio, while retaining
beneficial ownership and voting rights over the monetized shares.
Pentland and its affiliates are controlled by Eric H. Molson, the Chairman Emeritus of the
Board of Molson Coors.
"The Molson family remains fully committed to
Molson Coors, its management team,
growth strategy and people", said Andrew
Molson, President of Pentland. "The Transaction is
designed to diversify our investment portfolio, while maintaining
our economic and voting interest in the Company." The
Transaction does not alter Pentland's holdings of voting shares in
Molson Coors, nor does it affect the
Molson and Coors families' shared control over Molson Coors through their voting trust.
Under the Transaction, 4198832 Canada Inc.
("4198832") has entered into a forward agreement and a related
confirmation (collectively, the "Forward") with an affiliate of a
Canadian chartered bank (the "Bank") relating to 400,000 shares
(the "Forward Securities") of restricted voting Class B common
stock ("Class B Shares") of Molson
Coors. The Bank will provide 4198832 with a zero
coupon loan repayable in cash at the settlement of the
Forward. Settlement of the Forward will occur on December 4, 2018 and will be in cash or, if
elected by 4198832, physical delivery of the Forward
Securities. The Forward Securities were previously subject to
a forward contract entered into in 2008 that will terminate without
payment by either party on December 12,
2013.
Information About Share Ownership
As at November 1,
2013, Molson Coors had
outstanding 2,565,894 shares of Class A common stock ("Class A
Shares"), 159,330,264 shares of Class B Shares (together with the
Class A Shares, the "Common Shares"), one share of special Class A
voting stock and one share of special Class B voting stock.
As at November 1, 2013, the
outstanding shares of Molson Coors Canada Inc. ("Exchangeco")
included 2,887,941 Class A exchangeable shares ("Class A
Exchangeable Shares") and 19,071,061 Class B exchangeable shares
(the "Class B Exchangeable Shares" and, together with the Class A
Exchangeable Shares, the "Exchangeable Shares"). All holders of
Class A Exchangeable Shares may exchange those shares at any time
on a one-for-one basis for Class A Shares, and holders of Class B
Exchangeable Shares may exchange those shares at any time on a
one-for-one basis for Class B Shares.
Pentland owns 252 Class A Shares, 1,857,224
Class A Exchangeable Shares, 468 Class B Shares and 3,449,132 Class
B Exchangeable Shares. Pentland holds on a pro-forma basis
1,857,476 Class A Shares representing as at November 1, 2013 approximately 34.06% of the
issued and outstanding Class A Shares and 3,449,600 Class B Shares
representing as at November 1, 2013
approximately 1.93% of the issued and outstanding Class B Shares,
in each case assuming conversion of all Class A Exchangeable Shares
and Class B Exchangeable Shares. Pentland also owns all of
the voting securities of 4280661 Canada Inc. ("4280661").
4280661 holds on a pro-forma basis 667,058 Class
A Shares representing, as at November 1,
2013, approximately 12.23% of the issued and outstanding
Class A Shares, assuming conversion of all Class A Exchangeable
Shares.
Pentland, 4280661 and their respective
affiliates and associates may, subject to market conditions, make
investments in or dispositions of securities of Exchangeable Shares
or Common Shares in the future through market transactions, private
agreements or otherwise and may, from time to time, effect
exchanges of Exchangeable Shares for Common Shares.
Forward Looking Statements
This press release includes forward-looking
statements. Neither Pentland nor 4280661 undertakes to publicly
update this press release, including forward-looking statements, if
any, as result of new information, future events or
otherwise.
Pentland and 4280661 are each located at 335
- 8th Avenue, 3rd Floor, Calgary, Alberta T2P 1CP.
SOURCE Molson Coors Canada