Derek Stimson announces filing of Early Warning Report in respect of Rocky Mountain Dealerships Inc.
CALGARY, Sept. 26, 2013 /CNW/ - This news release is being disseminated as required by National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report ("Early Warning Report") regarding the acquisition by Derek I. Stimson, President of Rocky Mountain Dealerships Inc. ("Rocky"), c/o #301, 3345 8th Street S.E., Calgary, AB T2G 3A4, of 200,000 common shares of Rocky ("Rocky Shares"), on the Toronto Stock Exchange, on August 22, 2013 (the "Acquisition"). Mr. Stimson acquired beneficial ownership over the 200,000 Rocky Shares at a price of $11.50 per Rocky Share.
Prior to giving effect to the Acquisition, Mr. Stimson beneficially owned or controlled 1,731,320 Rocky Shares and held stock options to acquire 149,999 Rocky Shares, representing approximately 9.0% of the issued and outstanding Rocky Shares (or 9.7% after giving effect to the exercise of Mr. Stimson's stock options). After giving effect to the Acquisition, Mr. Stimson beneficially owns or controls 1,931,320 Rocky Shares and holds stock options to acquire 149,999 Rocky Shares, representing approximately 10.0% of the issued and outstanding Rocky Shares (or 10.7% after giving effect to the exercise of Mr. Stimson's stock options).
Mr. Stimson acquired the Rocky Shares for investment purposes and may, from time to time, acquire additional securities of Rocky, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position.
A copy of the Early Warning Report attached as Schedule A may also be found on Rocky's continuous disclosure record at www.SEDAR.com.
Schedule A
EARLY WARNING REPORT
FILED PURSUANT TO NATIONAL INSTRUMENT 62-103
1. The name and address of the offeror.
Derek I. Stimson
c/o #301, 3345 8th Street S.E.
Calgary, AB T2G 3A4
2. The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file this report, and whether it was ownership or control that was acquired in the circumstances.
On August 22, 2013, Derek Stimson, President of Rocky Mountain Dealerships Inc. ("Rocky"), acquired beneficial ownership over 200,000 Rocky Shares (the "Acquisition"). As a result of the Acquisition, the shareholdings of Mr. Stimson have increased from 9.0% to 10.0% of the issued and outstanding Rocky Shares.
Prior to giving effect to the Acquisition, Mr. Stimson beneficially owned or controlled 1,731,320 Rocky Shares and held stock options to acquire 149,999 Rocky Shares, representing approximately 9.0% of the issued and outstanding Rocky Shares (or 9.7% after giving effect to the exercise of Mr. Stimson's stock options).
3. The designation and number or principal amount of securities and the securityholding percentage of the offeror in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file this report.
Mr. Stimson acquired beneficial ownership over 200,000 Rocky Shares and, therefore, he now beneficially owns or controls 1,931,320 Rocky Shares and continues to hold stock options to acquire 149,999 Rocky Shares, representing approximately 10.0% of the issued and outstanding Rocky Shares (or 10.7% after giving effect to the exercise of Mr. Stimson's stock options).
4. The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which
(a) the offeror, either alone or together with joint actors, has ownership and control,
See paragraph 3 above.
(b) the offeror, either alone or together with joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor, and
Not applicable.
(c) the offeror, either alone or together with joint actors, has exclusive or shared control but does not have ownership.
Not applicable.
5. The name of the market in which the transaction or occurrence that gave rise to this report took place.
Toronto Stock Exchange.
6. The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file this report.
The Rocky Shares were purchased at a price of $11.50 per Rocky Share.
7. The purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to this report, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer.
Mr. Stimson acquired the Rocky Shares for investment purposes and may, from time to time, acquire additional securities of Rocky, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position.
8. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to this report, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities.
Not applicable.
9. The names of the persons or companies acting jointly or in concert with the offeror in connection with the disclosure required by this report.
Not applicable.
10. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issue from treasury, the nature and value of the consideration paid by the offeror.
Not applicable.
11. If applicable, a description of any change in any material fact set out in a previous report under the early warning requirements in respect of the securities of the reporting issuer.
Not applicable.
12. If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance.
Not applicable.
DATED as of this 26th day of September, 2013.
"Derek Stimson"
_________________________________________
DEREK STIMSON
SOURCE: Rocky Mountain Dealerships Inc.
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