Based on the final calculation by Computershare Investor Services Inc., as depositary for the Offer (the “Depositary”), a total of 32,092,015 Shares were properly tendered to the Offer and not properly withdrawn. As the Offer was oversubscribed, the purchase of Shares under the Offer is subject to proration. Holders of shares (“Shareholders”) who validly tendered Shares pursuant to auction tenders at prices at or below the Purchase Price, and/or who made, or were deemed to have made, purchase price tenders and who did not withdraw their tendered Shares prior to the expiry date of the Offer, will have approximately 42.85% of such tendered Shares purchased by the Corporation, other than in the case of “Odd Lot” holders (Shareholders who owned and tendered less than 100 Shares), who will not be subject to proration.
Payment for the Shares accepted for purchase will be made in accordance with the terms of the Offer and applicable law. All Shares not purchased under the Offer (including Shares not purchased because of proration, invalid tenders, or Shares tendered pursuant to auction tenders in excess of the Purchase Price), or Shares properly withdrawn before the expiry date, will be returned to the Shareholders by the Depositary.
For Canadian federal income tax purposes, a deemed dividend arises on the repurchase of Shares under the Offer. To assist Shareholders in determining the Canadian income tax consequences of the Offer, the Corporation has determined that for purposes of the Income Tax Act (Canada) (the “Tax Act”), the paid-up capital of the Shares is estimated to be approximately $2.64 per Share at the time of repurchase under the Offer. Shareholders should review Advantage’s issuer bid circular dated November 10, 2022 for more information, including information about the tax treatment of deemed dividends (refer to Section 13 “Income Tax Considerations – Certain Canadian Federal Income Tax Considerations” therein). The Corporation designates the entire amount of the deemed dividend arising from its repurchase of Shares under the Offer as an “eligible dividend” for purposes of the Tax Act. The “specified amount” for purposes of subsection 191(4) of the Tax Act in respect of each Share is $9.93.
Advantage’s normal course issuer bid (the “NCIB”) to purchase up to a maximum of 18,704,019 Shares through the facilities of the TSX and other applicable marketplaces in Canada was suspended during the period of the Offer. As all Shares accepted for purchase under the Offer have been taken up and Advantage has paid the Purchase Price for all such Shares to the Depositary, Advantage will now recommence making purchases of Shares under its NCIB.