Fording Canadian Coal Trust Announces Mailing of Circular for Proposed Sale of Assets to Teck Cominco Limitedadmin
Fording Canadian Coal Trust announced that it has mailed its notice of special meeting and management information circular to the holders of its units, exchange options and phantom units (who, collectively, are all of the securityholders of Fording) in connection with the previously announced proposed sale of its assets to Teck Cominco Limited. The special meeting of the securityholders will be held in the Alberta Room at the Palliser Hotel, 133-9th Avenue SW, Calgary, Alberta, on September 30, 2008 at 9:00 a.m. Mountain time.
The circular includes the unanimous recommendation of the trustees of Fording and the directors of Fording (GP) ULC that are independent of Teck that unitholders vote for the arrangement. Securityholders are urged to read the circular in its entirety. If securityholders authorize the arrangement, Fording and Teck expect that all of the conditions to closing will be satisfied or waived on or about the meeting date. If the conditions to closing are satisfied or waived on or about September 30, 2008, Fording and Teck expect that the arrangement will close on or about October 30, 2008.
Holders of units should be aware of the Canadian income tax consequences of the arrangement summarized under “Certain Tax Considerations for Unitholders-Certain Canadian Federal Income Tax Considerations” in the circular, including the treatment of amounts payable to holders of units under the arrangement. In particular, for Canadian federal income tax purposes, Fording expects that all or substantially all of the distributions and other amounts payable to holders of units under the arrangement, including all cash amounts and the fair market value of any Class B subordinate voting shares of Teck, will constitute ordinary income to holders of units and, in the case of non-resident holders of units, will be subject to Canadian non-resident withholding tax. This income inclusion cannot be offset by capital losses, if any, recognized as a result of the arrangement. Taxable holders of units who are resident in Canada and who hold their units on capital account and holders of units who are not residents of Canada will want to consider disposing of their units on the Toronto Stock Exchange (the “TSX) or the New York Stock Exchange (“NYSE”) with a settlement date that is prior to the closing date of the arrangement and should consult their own tax and investment advisors with regard to this decision. Holders of units who decide to dispose of their units are advised that: (a) the TSX is expected to establish special trading rules for the three trading days preceding the closing date of the arrangement to facilitate settlement prior to the closing date of trades occurring on the TSX during that three day period; and (b) the NYSE is expected to halt trading in the units during the three trading days prior to the closing date of the arrangement and as such, holders of units will not be able to trade their units on the NYSE during such three day period and trades over the NYSE made prior to such three day period should settle in accordance with the NYSE’s typical T+3 settlement cycle prior to the closing date of the arrangement.
Fording Canadian Coal Trust is an open-ended mutual fund trust and one of the largest royalty trusts in Canada. Fording holds a 60% interest in the metallurgical coal operations of the Elk Valley Coal Partnership. Fording’s units are traded on the TSX under the symbol FDG.UN and on the NYSE under the symbol FDG.