In the event that the amendment proposal is approved by the Canopy shareholders at the meeting and Canopy Growth files articles of amendment to its articles of incorporation, as amended, such that the creation of the exchangeable shares becomes effective, Canopy shareholders may elect to convert all or part of their common shares into exchangeable shares and holders of exchangeable shares may elect to convert all or part of their exchangeable shares into common shares.
The conversion right may be exercised by registered holders of common shares and exchangeable shares, as applicable, at any time following the Effective Time, by completing and signing a notice of conversion. The company has enclosed two different notices of conversion with this press release, one with respect to the common share conversion right and one with respect to the exchangeable share conversion right. Each such notice of conversion will be available on the company’s website and will be filed with the U.S. Securities and Exchange Commission on EDGAR and with the Canadian securities regulators on SEDAR+ following the effective time.
A notice of conversion must be delivered to the company’s transfer agent, Odyssey Trust Company, accompanied by the certificate(s) representing the common shares or exchangeable shares, as applicable, or, if uncertificated, such other evidence of ownership as the transfer agent may require, in respect of which the holder wishes to exercise the conversion right.
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Upon receipt of a notice of conversion and share certificate(s) or other evidence of ownership satisfactory to the transfer agent, the company will cause the transfer agent to issue a share certificate or other evidence of ownership representing exchangeable shares or common shares, as applicable, to the registered holder of the common shares or exchangeable shares, as applicable.
If fewer than all of the common shares or exchangeable shares, as applicable, represented by a certificate accompanying a notice of conversion are to be converted, the holder of common shares or exchangeable shares, as applicable, is entitled to receive a new certificate or other evidence of ownership representing the common shares or exchangeable shares, as applicable, comprised in the original certificate which are not to be converted. Common shares converted into exchangeable shares and exchangeable shares converted into common shares, as applicable, pursuant to the notice of conversion will automatically be cancelled.
Each Canopy shareholder that exercises its common share conversion right will be required to provide an undertaking to the company, which provides that, prior to any transfer of exchangeable shares, the holder of such exchangeable shares will deliver a certification to Canopy Growth, that such holder reasonably believes that the exchangeable shares transfer is occurring in compliance with the Canadian take-over bid requirements as though the exchangeable shares were voting securities or equity securities of Canopy Growth. The notice of conversion with respect to the common share conversion right contains the undertaking along with the form of certification.
If a Canopy shareholder has common shares that are registered in the name of a broker, bank, trust company, investment dealer or other financial institution, the Canopy shareholder must arrange for the common shares to be registered in their own name prior to exercising the common share conversion right.
