IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED
AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF THE TARGET CANADA ENTITIES
AMENDED AND RESTATED JOINT PLAN OF COMPROMISE AND ARRANGEMENT
|NOTICE OF CREDITORS’ MEETING|
TO: The Affected Creditors of Target Canada Co., Target Canada Health Co., Target Canada Mobile GP Co., Target Canada Pharmacy (BC) Corp., Target Canada Pharmacy (Ontario) Corp., Target Canada Pharmacy Corp., Target Canada Pharmacy (SK) Corp., Target Canada Property LLC, Target Canada Pharmacy Franchising LP, Target Canada Mobile LP and Target Canada Property LP (collectively, the “Target Canada Entities”)
NOTICE IS HEREBY GIVEN that a meeting of the Affected Creditors of the Target Canada Entities will be held on May 25, 2016 at 10:00 a.m. at the Toronto Region Board of Trade, 77 Adelaide Street West, Toronto, ON M5X 1C1 (the “Creditors’ Meeting”) for the following purposes:
to consider and, if deemed advisable, to pass, with or without variation, a resolution (the “Resolution”) approving the Amended and Restated Joint Plan of Compromise and Arrangement of the Target Canada Entities pursuant to the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”) dated April 6, 2016 (as amended, restated, modified and/or supplemented from time to time in accordance with the terms thereof, the “Plan”); and
to transact such other business as may properly come before the Creditors’ Meeting or any adjournment or postponement thereof.
The Creditors’ Meeting is being held pursuant to an order (the “Meeting Order”) of the Ontario Superior Court of Justice (Commercial List) (the “Court”) made on April 13, 2016.
Capitalized terms used and not otherwise defined in this Notice have the respective meanings given to them in the Plan.
The Plan contemplates the compromise of Claims of the Affected Creditors. Quorum for the Creditors’ Meeting has been set by the Meeting Order as the presence, in person or by Proxy, at the Creditors’ Meeting of one Affected Creditor with a Voting Claim.
In order for the Plan to be approved and binding in accordance with the CCAA, the Resolution must be approved by that number of Affected Creditors representing at least a majority in number of Voting Claims, whose Affected Claims represent at least two-thirds in value of the Voting Claims of Affected Creditors who validly vote (in person or by Proxy) on the Resolution at the Creditors’ Meeting or were deemed to vote on the Resolution as provided for in the Meeting Order (the “Required Majority”). Each Affected Creditor will be entitled to one vote at the Creditors’ Meeting, which vote will have the value of such person’s Voting Claim as determined in accordance with the Claims Procedure Order and the Meeting Order. If approved by the Required Majority, the Plan must also be sanctioned by the Court under the CCAA. Subject to the satisfaction of the other conditions precedent to implementation of the Plan, all Affected Creditors will then receive the treatment set forth in the Plan.
Deemed Voting in Favour of the Plan
Convenience Class Creditors will be deemed to vote in favour of the Plan.
Forms and Proxies
Convenience Class Claim Election
Affected Creditors with one or more Proven Claims in an amount in excess of Cdn$25,000 may file with the Monitor a Convenience Class Claim Election, pursuant to which such Affected Creditor may elect to be treated as a Convenience Class Creditor and receive only the Cash Elected Amount of Cdn$25,000 and shall be deemed thereby to vote in favour of the Plan, prior to 10:00 a.m. (Toronto Time) on May 24, 2016, or 24 hours (excluding Saturdays, Sundays and statutory holidays) prior to any adjourned, postponed or rescheduled Creditors’ Meeting, or deposit such Convenience Class Claim Election with the Chair at the Creditors’ Meeting (or any adjournment, postponement or other rescheduling thereof) immediately prior to the vote at the time specified by the Chair (the “Election/Proxy Deadline”).
An Affected Creditor may attend at the Creditors’ Meeting in person or may appoint another person as its proxyholder by inserting the name of such person in the space provided in the form of Proxy provided to Affected Creditors by the Monitor, or by completing another valid form of Proxy. Persons appointed as proxyholders need not be Affected Creditors.
In order to be effective, proxies must be received by the Monitor at Alvarez & Marsal Canada Inc., 200 Bay Street, Suite 2900, P.O. Box 22, Toronto, ON M5J 2J1 (Attention: Steven Glustein), facsimile: (416) 847-5201, e-mail: email@example.com, prior to the Election/Proxy Deadline.
If an Affected Creditor (other than those who are deemed to vote in favour of the Plan as set out above) specifies a choice with respect to voting on the Resolution on a Proxy, the Proxy will be voted in accordance with the specification so made. In absence of such specification, a Proxy will be voted FOR the Resolution provided that the proxyholder does not otherwise exercise its right to vote at the Creditors’ Meeting.
NOTICE IS ALSO HEREBY GIVEN that if the Plan is approved by the Required Majority at the Creditors’ Meeting, the Target Canada Entities intend to bring a motion before the Court on June 2, 2016 at 9:30 a.m. (Toronto time) at the Court located at 330 University Avenue, Toronto, Ontario M5G 1R8. The motion will be seeking the granting of the Sanction and Vesting Order sanctioning the Plan under the CCAA and for ancillary relief consequent upon such sanction. Any Affected Creditor that wishes to appear or be represented, and to present evidence or arguments, at such Court hearing must file with the Court a Notice of Appearance and serve such Notice of Appearance on the Service List at least seven (7) days before such Court hearing. Any Affected Creditor that wishes to oppose the relief sought at such Court hearing shall serve on the Service List a notice setting out the basis for such opposition and a copy of the materials to be used at such hearing at least seven (7) days before the date set for such hearing, or such shorter time as the Court, by Order, may allow. A copy of the Service List may be obtained by contacting the Monitor at the particulars set out above or from the Monitor’s website set out below.
This Notice is given by the Target Canada Entities pursuant to the Meeting Order.
You may view copies of the documents relating to this process on the Monitor’s website at www.alvarezandmarsal.com/targetcanada.
DATED this 14th day of April, 2016.