Exchange Bulletin
Global Infrastructure Dividend Fund (GIF.UN) To Trade On Toronto Stock Exchange
Global Infrastructure Dividend Fund (the "Fund") - An application has been granted for the original listing in the Industrial category of up to a maximum of 23,060,000 trust units ("Units") of the Fund, of which up to 20,000,000 Units will be issued and outstanding, and up to 3,060,000 Units will be reserved for issuance upon completion of an initial public offering (the "Offering").
Listing of the Units will become effective at 5:01 p.m. on Wednesday, July 23, 2014, in anticipation of the public offering closing on Thursday, July 24, 2014. The Units, other than those which have not been distributed to the public, will be posted for trading at the opening on July 24, 2014.
Registration of interests in and transfers of the Units will be made only through the book-entry only system of CDS Clearing and Depository Services Inc. ("CDS"). Units must be purchased, transferred and surrendered for redemption only through a CDS Participant. Upon a purchase of Units, the holder will receive only the customary confirmation.
Additional information on the units may be found in the final prospectus dated June 27, 2014 (the "Prospectus"), which is available at www.SEDAR.com. Capitalized terms not otherwise defined are as defined in the Prospectus.
| Stock Symbol: "GIF.UN" | CUSIP: 37954D 10 9 | Trading Currency: CDN$ |
| Temporary Market Maker: | AltaCorp Capital Inc. |
| Other Markets: | None. |
| Head Office Address: | 812 Memorial Drive N.W. Calgary, AB T2N 3C8 |
| Email Address: | invest@middlefield.com |
| Website: | www.middlefield.com |
| Head Office Telephone Number: | (403) 269-2100 |
| Fax Number: | (403) 269-2911 |
| Investor Relations: | Robert F. Lauzon Email: rlauzon@middlefield.com Francisco Z. Ramirez Email: framirez@middlefield.com |
| Chief Financial Officer: | Francisco Z. Ramirez |
| Corporate Secretary: | Catherine E. Rebuldela |
| Incorporation: | The Fund is an investment fund established as a trust under the laws of the Province of Alberta pursuant to a declaration of trust dated June 27, 2014. |
| Manager of the Fund: | Middlefield Limited |
| Advisor: | Middlefield Capital Corporation |
| Fiscal Year End: | December 31 |
| Nature of Business: | The Fund's investment objectives are to: (i) provide holders of Units ("Unitholders") with stable monthly cash distributions, and (ii) long-term total return through capital appreciation of the Fund's investment portfolio, through an investment strategy which focuses on a diversified, actively managed portfolio comprised of dividend-paying securities of global issuers that own, develop, operate, support, or maintain assets or businesses related to infrastructure, energy transportation or real estate. |
| Transfer Agent & Registrar: | MFL Management Limited at its principal office in Toronto. |
| Distributions: | The Fund intends to provide Unitholders with monthly cash distributions. Such distributions will be payable to Unitholders of record on the last day of each month or such other date as the Trustee may set from time to time and will be paid on or before the last business day of the first month following each such month. The Fund will not have a fixed monthly distribution amount, but will at least annually determine and announce (commencing in July, 2015) a target monthly distribution amount (the "Target Distribution Amount") based upon prevailing market conditions and the estimate by the Manager of distributable cash flow for the period to which such Target Distribution Amount pertains. The initial Target Distribution Amount for the period ending July 31, 2015 is $0.05 per Unit per month (corresponding to an annualized distribution of $0.60 per Unit per annum and representing an annualized yield of 6.0% per annum based on the original subscription price). The initial distribution is expected to be declared payable to Unitholders of record on August 31, 2014 and to be paid on or before the last business day of the following month. |
| Conversion: | On or about August 15, 2016, the Fund will, subject to applicable laws and receipt of any regulatory approvals required by legislation then in force, without a vote of Unitholders, either (i) be merged on a tax-deferred basis into Middlefield Global Infrastructure Fund, an open-end mutual fund managed by Middlefield Limited, or another open-end mutual fund managed by the Manager or an affiliate which the Manager determines has substantially similar objectives, a substantially similar investment strategy and similar fees and expenses, or (ii) convert to an open-end mutual fund to be managed by the Manager or an affiliate of the Manager. |
| Public Offering: | Pursuant to the terms of the Prospectus, up to a maximum of 20,000,000 Units are being offered to the public by CIBC World Markets Inc., RBC Dominion Securities Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., TD Securities Inc., GMP Securities L.P., Canaccord Genuity Corp., Raymond James Ltd., Middlefield Capital Corporation, Dundee Securities Ltd. Mackie Research Capital Corporation, and Manulife Securities Incorporated, as Agents, at a price of $10.00 per Unit. |
