Q. How do I complete and submit a Letter of Transmittal to receive my entitlements?
Registered Shareholders who would like to deposit their shares and receive their share/cash entitlements pursuant to a plan of arrangement or a (compulsory) tender offer, are required to submit the Letter of Transmittal along with their certificate(s), if applicable, to the Depositary.
Most Letters of Transmittal are comprised of the following fields that Shareholders must complete:
- ⦁ Special Registration Instructions: Complete if you have a new Registration Name and/or Address
- ⦁ Special Delivery Instructions: Insert mailing address if different from registration address
- ⦁ Special Pick-up Instructions: Specify if you would like to pick up the entitlements from the office of the Depositary
- ⦁ U.S. Status: Indicate if you are a U.S. Person
- ⦁ Signature Of Guarantee: Affix a Medallion Signature Guarantee from a Financial Institution if Shareholder’s registration name or address has changed
- ⦁ Signature: All Shareholders including joint holders should sign and date the Letter of Transmittal.
- ⦁ W-9: If U.S. citizen, complete, sign and date the W-9 form.
If security is held in physical form, please send us your certificate(s) along with your Letter of Transmittal. However, if security is held in a book position (electronically), then no other documentation except the Letter of Transmittal is required.
Registered mail or courier packages can be sent to:
The Exchange Tower
130 King Street West, Suite 2950
Toronto, ON M5X 1E2
By Regular Mail send to:
The Exchange Tower
130 King Street West, Suite 2950
P.O. BOX 361
Toronto, ON M5X 1E2
Q. What are the different types of share registrations and their requirements for completing the Letter of Transmittal?
1Registered holder is one person⦁ Original certificate(s) (if Applicable)
⦁ Letter of Transmittal signed by the Registered holder.
2Registered holder is one person, but they cannot sign it because they are either deceased, or incapableIf deceased, the executor of the Estate must submit the following documents:
⦁ Original certificate(s) (if Applicable)
⦁ Letter of Transmittal signed by all of the Executors
⦁ An Original, Court Certified or notarized copy of the Death Certificate
⦁ Notarized copy of the Declaration of Transmission signed by at least one executor (Sample Declaration of Transmission)
⦁ Original or notarized copy of the Will
⦁ Court Certified or Notarized Copy of the Letters Probate for the Deceased noting all appointed Executors
⦁ If the estate is not Probated, please submit a notarized copy of a Waiver of Probate and Agreement of Indemnity form, completed and signed by all Executors. (Sample Waiver of Probate & Indemnity)
⦁ If incapable due to illness or lack of ability, then a notarized copy of a Power Of Attorney, along with Original Certificate(s), signed Letter of Transmittal, is required. This document identifies who can sign and execute financial matters on behalf of the Registered Holder.
3Registered holder is two or more people, held in joint name or as tenants in common⦁ Original certificate(s) (if Applicable)>
⦁ Letter of Transmittal signed by all the Registered Shareholders.
4Registered holder is two or more people, held in joint name or as tenants in common⦁ Original certificate(s) (if Applicable)
⦁ Letter of Transmittal signed by an authorized partner ⦁ To determine who is authorized, a notarized copy of the Partnership Agreement would be required.
5Registered holder is a Corporation or Company⦁ Original certificate(s) (if Applicable)
⦁ Letter of Transmittal signed by an authorized individual from the Corporation or Company
⦁ To determine who is an authorized individual, the following documents are required:
i. Notarized copy of a Corporate Resolution or Certificate of Authorized Signing Authorities (Sample Corporate Resolution) or
ii. Notarized copy of a Sole Director Resolution (Sample Resolution and Sole Director)
6Registered holder is a Trust⦁ Original certificate(s) (if Applicable)
⦁ Letter of Transmittal signed by all the trustees named in the Trust Agreement
⦁ Notarized copy of the Trust Agreement is required to determine the authorized individuals that can sign on behalf of the Trust.
7Registered holder is a Minor⦁ Original certificate(s) (if Applicable)
⦁ Letter of Transmittal signed by a custodian on behalf of the minor
⦁ Custodian for the Shareholder must provide documents such as a notarized copy of the registered holder's birth certificate to demonstrate familial ties
⦁ If the custodian is not related to the Shareholder, then they need to provide a notarized copy of a Power of Attorney.
Q. How do I indicate a change of registration name on the Letter of Transmittal?
If the Registered name on the Letter of Transmittal is altered or a request is submitted with the Letter of Transmittal asking to change the registration to another person or entity, then the Letter of Transmittal must be Medallion Signature Guaranteed. (Sample Medallion Stamps) If the Shareholder resides outside of North America, then the document or Letter of Transmittal must have a Notary seal or stamp from a Notary Public. These stamps and seals indicate that the Notary Public has personally witnessed the Registered Holder sign the document.
Q. How do I indicate change of registration address on the Letter of Transmittal?
Q. Will I be issued a Physical Share Certificate or a DRS to represent my entitlement?
Companies will either choose to issue shares in either Physical Share Certificate or DRS to certify the Shareholder’s ownership of the company, but not both at the same time. For further clarification on the entitlements you will be receiving, please contact Kingsdale Advisors.
Q. What do I do if I have lost my share certificate?
If the Original Share Certificate is lost, an Affidavit of Loss and Agreement of Indemnity Form (SEE APPENDIX E) must be completed and signed by all Registered Shareholders. The form must also be sworn before either a Notary Public or Commissioner for Oaths with commission expiry date under stamp or seal.
A cheque made payable to Travelers in the amount of 3% of the entitlement’s market value with a minimum of CAD $20.00 must also be submitted. The fee covers the cost of obtaining an indemnity bond to replace the lost certificate.
Note: For Asset Reclamation or Shareholder Tracker Programs, Shareholders who have lost their certificate(s) are covered under Kingsdale’s Blanket Bond program, and therefore, are not required to pay a fee to Travelers for an indemnity bond. They would only need to submit their Claim Card to receive their entitlements.
Q. How do I transfer shares to another person?
A Shareholder who wants to transfer shares to another individual must submit along with a Letter of Transmittal or Claim Card, a Medallion Signature Guaranteed Stock Power Of Attorney (Sample Stock Power of Attorney). The signature on the Letter of Transmittal or Claim Card must be Medallion Signature Guaranteed to authorize the transfer of securities. If the individual receiving the shares is a U.S. resident, they need to complete, sign and submit a W-9 form.
Q. What happens to my shares in the event of the death of one of the joint tenants?
Upon death of one of the joint tenants, the surviving Shareholder will assume complete ownership of the shares. In order to exchange those shares, the individual needs to provide along with a Letter of Transmittal or Claim Card, a notarized copy of the death certificate. The signature on the Letter of Transmittal must be Medallion Signature Guaranteed to authorize the transfer of securities.
Q. How do I complete the Declaration of Transmission?
In order to complete the Declaration of Transmission (Sample Declaration of Transmission), please provide the appropriate information, including deceased’s name, place of residence, date of death, share ownership and name of court appointed Estate Representative. All executors must sign the document in the presence of a Notary Public or commissioner for oaths.
Q. How do I complete a StockPower of Attorney?
To complete a Stock Power of Attorney, please provide the name and address of transferee, name of the transferor and number of shares to be transferred (Sample Stock Power of Attorney). The transferor must sign the document in the presence of a Notary Public or commissioner for oaths.
Q. Do I need to obtain a Probate?
- It ratifies the nominated executor's appointment as Executor, and
- Acknowledges under the court’s seal that the Will has been properly executed and proved before the court.
Q. How can I obtain a Waiver of Probated Bond?
Since getting a Will Probated can often be costly, financial institutions may ask the Executor of the Estate to post a Waiver of Probate Bond. This is achieved by completing a Waiver of Probate and Agreement of Indemnity form (Sample of Waiver of Probate & Agreement of Indemnity) and submitting a notarized copy to Travelers with a cheque to cover the surety company’s fees. The Waiver of Probate Bond allows the transfer agent to issue stocks in the name of the Executor or Beneficiary so that the Executor can liquidate and distribute the Estate’s assets to its beneficiaries. The Waiver of Probate Bond can also be posted in a situation where NO WILL was created.
Q. I am a US resident. Do I need to complete any tax forms?
US residents must complete a W9 form (View Form). If the company that you are entitled to receive shares in is a Canadian company, you also need to complete a NR301 form (View Form). For specific tax advice, please consult your tax professional.
Q. I am a Canadian resident. Do I need to complete any tax forms?
Q. I am a resident outside of Canada or the U.S. Do I need to complete any tax forms?
A. If the company’s shares for which you are entitled to is a Canadian company, you will need to complete a NR 301 form (View Form). If the company that you will hold is a U.S. firm, then you will need to complete a W8 form (View Form) (View W8 Sample). For specific tax advice, please consult your tax professional.