Exchange Bulletin

Cara Operations Limited (CAO) To Trade On Toronto Stock Exchange


April 9, 2015

Cara Operations Limited (the “Company”) – An application has been granted for the original listing in the industrial category of 56,200,294 subordinate voting shares (the “Subordinate Voting Shares”) of which 10,237,871 Subordinate Voting Shares will be issued and outstanding and 45,962,423 Subordinate Voting Shares will be reserved for issuance pursuant to an initial public offering (the “Offering”).

Listing of the Subordinate Voting Shares will become effective at 5:01 p.m. on Thursday, April 9, 2015, in anticipation of the Offering closing on Friday, April 10, 2015. The Subordinate Voting Shares will be posted for trading at the opening on Friday, April 10, 2015.

The Subordinate Voting Shares will be deposited with CDS Clearing and Depository Services Inc. (“CDS”) in electronic form on the Closing Date through the non-certificated inventory system administered by CDS.

Additional information on the Subordinate Voting Shares may be found in the final prospectus dated March 31, 2015 (the “Prospectus”), which is available at www.SEDAR.com. Capitalized terms not otherwise defined are as defined in the Prospectus.

 

Stock Symbol: "CAO" CUSIP: 140754 40 9 Trading Currency: CDN$

 

Temporary Market Maker: RBC Capital Markets
Other Markets: None
Head Office Address: 199 Four Valley Drive
Vaughan, Ontario
L4K 0B8
Telephone Number: (905) 760-2244
Fax Number: (866) 707-1268
Website: www.cara.com
Investor Relations: David Lantz
(905) 760-2244 ext. 2017
Email: dlantz@cara.com
Chief Financial Officer: Kenneth J. Grondin
Corporate Secretary: David Lantz
Incorporation: The Company was amalgamated under the Business Corporations Act (Ontario) on December 31, 2014.
Fiscal Year End: December 31
Nature of Business: The Company is Canada’s largest full-service restaurant company with 10 brands and 837 restaurants across Canada, 89% of which are operated by franchisees.
Transfer Agent & Registrar: Valiant Trust Company at its principal office in Toronto.
Dividends: Holders of Multiple Voting Shares (unlisted) and Subordinate Voting Shares (listed) will be entitled to receive dividends out of the assets of the Company legally available for the payment of dividends at such times and in such amount and form as the Board may determine. The Company will pay dividends thereon on a pari passu basis, if, as and when declared by the Board. Initially, the Company anticipates paying quarterly cash dividends, with annualized aggregate dividend payments of approximately $20 million. The first dividend that would be payable to investors in the Offering would be the dividend for the period beginning on the Closing Date and ending on June 30, 2015. The Company expects the first dividend would be equal to an aggregate amount of approximately $4 million (or approximately $0.09 per Subordinate Voting Share or Multiple Voting Share, as applicable).
Dividend Reinvestment Plan: Following Closing and subject to the receipt of any required regulatory approvals, the Company intends to adopt a dividend reinvestment plan, pursuant to which resident Canadian holders of Multiple Voting Shares and Subordinate Voting Shares will be entitled to elect to have all of the cash dividends of the Company payable to such person automatically reinvested in additional Subordinate Voting Shares.
Initial Public Offering: Pursuant to the terms of the Prospectus, Scotia Capital Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., CIBC World Markets Inc., TD Securities Inc., National Bank Financial Inc., Canaccord Genuity Corp., GMP Securities L.P., Raymond James Ltd., Cormark Securities Inc. and Laurentian Bank Securities Inc., as underwriters, are offering to the public 8,700,000 Subordinate Voting Shares from treasury at a price of $23.00 per Subordinate Voting Share. In addition, the underwriters have been granted an over-allotment option to purchase up to an additional 1,305,000 Subordinate Voting Shares from the treasury at a price of $23.00 per share.