Exchange Bulletin
Kew Media Group Inc. (KEW) To Trade On Toronto Stock Exchange
March 21, 2017
| Issuer: | Kew Media Group Inc. ("Kew") |
| Old Security: | Class A Restricted Voting Shares (the "Class A Shares") |
| Old Symbol(s): | KEW.A |
| Transaction: | At a meeting held on March 13, 2017, shareholders of Kew approved the acquisition by Kew of all of the issued and outstanding shares of each of Content Media Corporation plc, Architect Films Inc., Bristow Global Media Inc., Frantic Films Corporation, Media Headquarters Film & Television Inc. and Our House Media Inc. (collectively, the "Qualifying Acquisition"). The Qualifying Acquisition closed on March 20, 2017. |
| Consideration and exchange ratio: | Pursuant to the Qualifying Acquisition, each Class A Share will, unless previously redeemed, be automatically converted into one Class B Share (the "Class B Shares"). |
| Resulting Issuer: | Kew Media Group Inc. (no change to the name) |
| New Security: | Class B Shares |
| New Symbol(s): | KEW |
| Number of securities issued and outstanding: | 11,903,542 |
| Number of securities reserved for issuance: | None |
| Listing category: | Industrial, Exempt Issuer |
| CUSIP: | 492725 30 4 |
| Trading currency: | CDN$ |
| Effective date for trading purposes: | March 23, 2017 (at the opening). Class B Shares will be listed in substitution for the presently listed Class A Shares, which will be delisted at that time. |
| Other market(s): | None |
| Market maker: | TD Securities Inc. |
| Security ownership registration: | Non-certificated inventory system of CDS |
| Investor relations: | Steven Silver 416 530-2583 steven.silver@kewmedia.com Peter Sussman (416) 566-3042 peter@275mac.com Madeleine Cohen 416 530-2583 madeleine.cohen@kewmedia.com |
| Incorporation: | Business Corporations Act (Ontario) |
| Fiscal year end: | December 31 |
| Nature of business: | On closing of the Qualifying Acquisition, Kew becomes one of the most significant independent content companies in the world, with ten production companies supporting an international distribution platform and primary offices in London, Los Angeles, New York and Toronto. The companies acquired by Kew develop, produce and distribute multi-platform, mass-audience, returnable content for the global market, across the following genres: factual, reality, lifestyle, drama, comedy, documentary, variety and branded content. Kew now owns over 6,000 hours of premium content sold in over 150 countries on almost every available viewing platform. |
| Transfer agent and registrar: | TSX Trust Company at its principal offices in Toronto. |
| Dividends: | Kew has not declared or paid any dividends since incorporation. Following closing of the Qualifying Acquisition, holders of Class B Shares will be entitled to receive any dividends on equal per share basis, if, as and when declared by the board of directors. |
| Sponsorship: | Not applicable |
| Additional Information | As a result of the completion of the Qualifying Acquisition, each listed share purchase warrant (the "Warrants") will be exercisable for one Class B Share commencing April 19, 2017. The Warrants will expire at 5:00 p.m. on March 20, 2022 (the day that is five years following closing of the Qualifying Acquisition) or may expire earlier upon Kew Winding-Up or if the expiry date is accelerated. There will be no change to the stock symbol (KEW.WT) or CUSIP number (492725 11 4) for the Warrants. All other terms of the Warrants remain unchanged. Refer to TSX Bulletins 2016-0578 dated June 9, 2016 and 2016-0751 dated July 21, 2016 for a summary of the terms of the Warrants. |
| Disclosure document: | Non-offering prospectus dated February 10, 2017, Notice of Special Meeting of Shareholders and Management Information Circular dated February 13, 2017 which are available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the disclosure documents. |
| Exchange procedure | As the Class A Shares trade in the non-certificated inventory system of CDS and no individual certificates are issued, holders of Class A Shares need not take any action in order to receive the Class B Shares. |
| TSX contact: | Julie K. Shin, Director, Listed Issuer Services, Toronto Stock Exchange. |
