The Dividend Reinvestment and Share Purchase Plan (the "Plan")
adopted by Medical Facilities Corporation (the "Company")
permits eligible investors ("Participants") to enrol in
the Plan and have all dividends they receive from their common shares
used to purchase additional common shares of the Company ("Plan
Shares"). Consult the DRIP
Plan for the complete text.
The following are common questions and answers concerning the Plan.
Please note that the answers provided are in summary form only and
more detailed and complete information is available from the Plan
1. What is the Plan?
The Plan allows the Company's shareholders resident in Canada to
automatically reinvest cash dividend paid on their common shares
in additional common shares.
Shareholders who do not enrol their common shares in the Plan will
continue to receive dividends in the usual manner.
The Plan is administered by Computershare Trust Company of Canada
(the "Agent" or "Computershare"), which acts
as agent for all Participants.
2. What are some of the advantages of participating
in the Plan?
The Plan offers the Company's shareholders a cost-effective means
to purchase the Company's common shares through the reinvestment
of dividends on a regular basis and in a convenient manner.
Participants in the Plan will dollar cost-average their common
share purchases by reinvesting dividends under the Plan on a regular
3. Who may participate in the Plan?
The company uses a "certificateless" book-entry only
securities registration system in which all of the outstanding common
shares are held through the Canadian Depository for Securities ("CDS")
instead of being registered in the names of the beneficial shareholder.
As a result, beneficial shareholders may not directly enroll in
the Plan through the Company or the Plan Agent, but must enroll
in the Plan via their CDS Participant.
Any holder of common shares in the Company (a "Shareholder")
who is a resident of Canada may enroll in the Plan at anytime. Shareholders
who are resident outside of Canada are not permitted to participate
in the Plan.
4. How does a Unitholder become a Participant
in the Plan?
Beneficial Shareholders may participate in the Plan by (i) advising
their CDS Participant of their desire to participate in the Plan
and directing them to take all necessary actions to permit participation
in the Plan; and (ii) completing
Form A Certificate of Beneficial Ownership and returning
it to the Company.
5. When does participation in the Plan start
once a Unitholder has taken the necessary steps to become a Participant
and how is the Plan administered?
The rules of CDS dictate the timing of commencement in the Plan
for Beneficial Shareholders. Such rules govern when CDS Participants
must provide notice to CDS with respect to Beneficial Shareholders'
participation in the Plan. Generally, in order for participation
to be effective for a given dividend, such advice must be communicated
no later than 4:00 p.m. (Toronto time) on the fifth (5th) Business
Day immediately preceding the Dividend Record Date (or such other
deadline your broker/financial institution may set from time to
time in respect of such dividend).
6. How does a Participant terminate participation
in the Plan?
A Beneficial Shareholder may terminate participation at any time
by providing written notice to his or her CDS Participant. The CDS
Participant will then give notice to CDS in accordance with the
rules and regulations of CDS. A Beneficial Shareholder who has terminated
participation in the Plan will be credited with any Plan common
shares held for the Participant's account in accordance with the
operating policies of such CDS Participant.
7. How will Units be purchased for Participants
under the Plan?
Dividends payable on common shares enrolled in the Plan will be
aggregated and then used by the Agent, after deduction of applicable
fees, to purchase common shares on the open market through the Toronto
8. When will Units be Purchased for Participants?
For dividend reinvestment, common shares purchased under the Plan
will be purchased on the Toronto Stock Exchange during the four
(4) business days following the relevant dividend payment date (if
insufficient units are available for purchase during such period,
surplus funds will be returned to shareholders). The Company pays
dividends on its common shares on the 15th day (or the following
business day if the 15th day is not a business day) of each month.
The declaration of dividends and corresponding dividend record and
payment dates are determined by the Company's Board of Directors
in its sole discretion.
9. What is the price of the Units under the
Plan common shares are purchased on the Toronto Stock Exchange
through a broker-dealer designated by the Agent. The price of the
common shares shall be the average of the price paid (excluding
brokerage commissions, fees and all transaction costs) per common
share (the "Average Purchase Price") for all of the common
shares purchased by the Agent in respect of the Plan on the Toronto
Stock Exchange during the four (4) business days following the relevant
dividend date preceding the purchase of Plan common shares.
Plan Participants (CDS) will only receive the number of whole common
shares to which they are entitled and a cash payment equal to any
fractional Plan common shares to which it would be entitled multiplied
by the Average Purchase Price.
10. What kind of statements will I receive if
I participate in the Plan?
As a Beneficial Shareholder participating in the Plan, you will
receive information regarding reinvestment of dividends from your
intermediary in accordance with your intermediary's administrative
11. Can the Company amend, suspend or terminate
The Company reserves the right to amend, suspend or terminate the
Plan at any time, subject to the approval of the Toronto Stock Exchange,
but such action shall have no retroactive effect that would prejudice
the interest of Participants. All Participants will be sent written
notice of any such amendment, suspension or termination. The Company,
in conjunction with Computershare, may also from time to time adopt
rules and regulations to facilitate the administration of the Plan.
12. What are the income tax consequences of
Participants are urged to consult their tax advisors as to their
particular tax position.
13. Who should be contacted for additional information
about the Plan?
Should you have any additional questions or require additional
information about the Plan, please contact:
Computershare Trust Company of Canada
510 Burrard Street, 2nd Floor
Vancouver, British Columbia
Phone: (604) 661 0217
Fax: (604) 661 9401