Early Warning Report regarding acquisition of shares of Ceres Global Ag Corp. by Princeton Holdings Limited
TORONTO, July 29, 2016 /CNW/ -
Item 1 – |
Security and Reporting Issuer |
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State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities. |
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Common shares of Ceres Global Ag Corp. (TSX:CRP) |
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Ceres Global Ag Corp. (the "Reporting Issuer") |
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State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place. |
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Toronto Stock Exchange |
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Item 2 – |
Identity of the Acquiror |
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State the name and address of the acquiror. |
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Princeton Holdings Limited (the "Acquiror") |
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State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence. |
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The Acquiror acquired its holdings in the common shares of the Reporting Issuer (the "Securities") in a series of transactions over the past 36 months, including the following transactions (each, a "Reportable Transaction" and collectively, the "Reportable Transactions"): |
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Date |
Description |
Defined term for this report |
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6 Nov 2014 |
Acquiror's securityholding percentage increased above 10% to 10.01%. |
First Reportable Transaction |
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15 Dec 2014 |
Acquiror's securityholding percentage increased by over 2% to 12.26%. |
Second Reportable Transaction |
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24 Nov 2015 |
Acquiror's securityholding percentage increased by over 2% to 14.29%. |
Third Reportable Transaction |
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12 Apr 2016 |
Acquiror's securityholding percentage increased by over 2% to 16.38%. |
Fourth Reportable Transaction |
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30 Jun 2016 |
Acquiror's securityholding percentage is 17.02%. |
Fifth Reportable Transaction |
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Item 3 – |
Interest in Securities of the Reporting Issuer |
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State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror's securityholding percentage in the class of securities. |
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The following table sets out the number of securities acquired as of the date of the First Reportable Transaction and during each period beginning the day after a Reportable Transaction and ending on the date of the immediately subsequent Reportable Transaction between Reportable Transactions (each, a "Reporting Period"), and the change in securityholding percentage from the date of each Reportable Transaction until the end of the immediately subsequent Reporting Period: |
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Number of securities acquired |
Change in securityholding percentage |
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First Reportable Transaction |
1,422,500 Securities acquired until the date of the First Reportable Transaction (the "First Reporting Period"). |
Initial reportable position |
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Second Reportable Transaction |
1,894,388 Securities acquired between the day after date of the First Reportable Transaction and the date of the Second Reportable Transaction (the "Second Reporting Period"). |
2.25% |
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Third Reportable Transaction |
549,112 Securities acquired between the day after date of the Second Reportable Transaction and the date of the Third Reportable Transaction (the "Third Reporting Period"). |
2.03% |
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Fourth Reportable Transaction |
560,000 Securities acquired between the date of the Third Reportable Transaction and the Fourth Reportable Transaction (the "Fourth Reporting Period"). |
2.09% |
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Fifth Reportable Transaction |
151,900 Securities acquired between the date of the Fourth Reportable Transaction and the Fifth Reportable Transaction (the "Fifth Reporting Period"). |
0.64% |
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State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report. |
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The Acquiror acquired ownership of Securities in each Reportable Transaction. |
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State the designation and number or principal amount of securities and the acquiror's securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report. |
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The following table sets out the number of Securities held by the Acquiror and the Acquiror's securityholding percentage as of the date of each Reportable Transaction: |
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As of Date |
Number of Securities held |
Securityholding percentage |
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First Reportable Transaction |
1,422,500 Securities |
10.02% |
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Second Reportable Transaction |
3,316,888 Securities |
12.26% |
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Third Reportable Transaction |
3,866,000 Securities |
14.29% |
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Fourth Reportable Transaction |
4,426,000 Securities |
16.38% |
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Fifth Reportable Transaction |
4,577,900 Securities |
17.02% |
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State the designation and number or principal amount of securities and the acquiror's securityholding percentage in the class of securities over which the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor. |
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The Acquiror beneficially owns the Securities set forth above, but control and direction is held by the Investor's discretionary investment manager, Cowan Asset Management Ltd. |
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Item 4 – |
Consideration Paid |
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State the value, in Canadian dollars, of any consideration paid or received per security and in total. |
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The following table sets out the average price per Security, and the total consideration paid for all Securities acquired, during each Reporting Period: |
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Reporting Period |
Average price per Security |
Total consideration for all Securities acquired |
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First Reporting Period |
CAD$7.40 |
CAD$10,531,702 |
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Second Reporting Period |
CAD$5.78 |
CAD$10,947,373 |
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Third Reporting Period |
CAD$5.75 |
CAD$3,156,917 |
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Fourth Reporting Period |
CAD$5.41 |
CAD$3,028,460 |
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Fifth Reporting Period |
CAD$5.21 |
CAD$791,068 |
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Item 5 – |
Purpose of the Transaction |
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The Securities are being held for investment purposes only and not for the purpose of exercising control or direction over the Reporting Issuer. The acquisitions were made in the ordinary course of the Acquiror's business or investment activities. The Acquiror has no current plan or proposal which relates to, or would result in acquiring additional ownership or control over the securities of the Reporting Issuer, other than in the ordinary course of business of the Acquiror. The Acquiror may or may not purchase or sell securities of the Reporting Issuer in the future on the open market or in private transactions, depending on market conditions and other factors material to the Acquiror's investment decision. |
SOURCE Cowan Asset Management Ltd.
COWAN ASSET MANAGEMENT LTD., Tel: 1-844-334-3323, [email protected]
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