Corporate Conversion Information Hub
The following is a summary of certain information contained in the Information Circular and Proxy Statement of ARC Energy Trust and ARC Resources Ltd. dated November 12, 2010 (the "Information Circular") and is qualified in its entirety by reference to the more detailed information contained or referred to in the Information Circular. Capitalized terms not otherwise defined herein are defined in the "Glossary of Terms" in the Information Circular.
Conversion to a Corporation
ARC Energy Trust plans to convert to a dividend paying corporation on January 1, 2011.
The conversion is subject to approval by ARC Securityholders at a joint special meeting to be held December 15, 2010 in Calgary, Alberta. If approved, the Trust will be re-organized into a dividend paying, publically traded exploration and production company with near term growth prospects ("New ARC"). The conversion will not result in any changes to the Trust's current business plan, board of directors or senior management. New ARC will operate under the name "ARC Resources Ltd." and its common shares will trade on the Toronto Stock Exchange under the symbol ARX.
For detailed information on the conversion please see the Information Circular.
Exchanging Units and Exchangeable Shares for New ARC Shares
Unitholders will receive through a series of steps (detailed below) one New ARC share for each Trust Unit held.
Holders of Exchangeable Shares will also receive New ARC Shares, based on the number of Trust Units into which such shares are exchangeable at 11:59pm on December 31, 2010. The exchange ratio will reflect the Final Trust Distribution.
For detailed information please see the Information Circular.
Procedure for Exchange of Trust Units and Exchangeable Shares
In order to receive New ARC shares following the conversion, Securityholders whose Trust Units or Exchangeable Shares are registered in the name of a broker, dealer, bank, trust company or other nominee, must contact their nominee to arrange for the exchange of their Trust Units and/or Exchangeable Shares.
For Securityholders whose Trust Units or Exchangeable shares are NOT registered with a broker, dealer, bank, trust company or other nominee, the Holder must deposit the following documents with the Depository, Computershare Investor Services Inc. (see address below):
- Completed and duly executed Letter of Transmittal
- Certificates representing Holders' Trust Units and/or Exchangeable Shares
The use of the mail to transmit certificates representing Trust Units and Exchangeable Shares and the Letter of Transmittal is at each Holder's risk. ARC recommends that such certificates and documents be delivered by hand to the Depository and a receipt therefore be obtained, or that registered mail be used.
Please Note: Holders of Trust Units and/or Exchangeable Shares will not receive New ARC Shares or any dividends or other distributions which may be declared thereon until they submit the certificates for their Trust Units and Exchangeable Shares to the Depositary along with a validly completed and duly executed Letter of Transmittal. If the Securityholder should fail to deposit the necessary forms before the dividends are issued, the dividends will be held in escrow until the procedure for exchange is completed. Further, all Securityholders that have not deposited their certificates of Securities with the Depository by the last business day prior to December 31, 2013 will no longer have valid claim for New ARC Shares or any dividend that is declared thereon, including any additional New ARC Shares purchased pursuant to the Amended DRIP Plan
For detailed information please see the Information Circular
Distribution Reinvestment and Optional Trust Unit Purchase Plan (DRIP Plan)
An Amended DRIP Plan is intended to come into effect at 11:59 on December 31, 2010. Under this plan all existing participants in the DRIP Plan will be deemed to be participants in the Amended DRIP Plan without any further action on their part, and the Final Trust Distribution of $0.10 per Trust Unit payable on January 17, 2011 will be automatically applied to the purchase of New ARC Shares. Participants in the DRIP Plan who do not wish to participate in the Amended DRIP Plan for New ARC should terminate their participation in the DRIP Plan, or the Amended DRIP PLAN following December 31, 2010, in accordance with the withdrawal procedures. Click here for more information on withdrawal procedures.
Computershare Office Locations
1-800-564-6253 (toll free in Canada and the United States) between the hours of 8:30 a.m. and 8:00 p.m. Eastern Time or 514-982-7555
Toronto - By Mail:
P.O Box 7021
31 Adelaide St. E.
Toronto, ON M5C 3H2
Attention: Corporate Actions
Toronto - By Hand, Courier or Registered Mail:
100 University Ave
Toronto, Ontario, M5J 2Y1
Attention: Corporate Actions
1969 Upper Water Street
Suite 2008, Purdy's Wharf, Tower II
Halifax, NS, B3J 3R7
1500 University Street,
830, 201 Portage Avenue
Winnipeg, MB, R3B 3K6
600, 530 -8th Avenue SW
Calgary, AB, T2P 3S8
510 Burrard Street,
Vancouver, BC, V6C 3B9
For further information please contact: ARC Resources Investor Relations at:
Telephone: 403-503-8600 Fax: 403-509-6417
Toll Free 1-888-272-4900
Extra-Provincial Registrations - British Columbia
Extra-Provincial Registrations - Manitoba
Extra-Provincial Registrations - Saskatchewan