Amendment No. 1 to F-10
As filed with the Securities and Exchange Commission on
November 16, 2005
Registration No. 333-129557
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
Form F-10
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RITCHIE BROS. AUCTIONEERS INCORPORATED
(Exact name of Registrant as specified in its charter)
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Canada |
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7389 |
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Not applicable |
(Province or other jurisdiction of
incorporation or organization |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification No.) |
6500 River Road, Richmond,
British Columbia, Canada V6X 4G5
(604) 273-7564
(Address and telephone number of Registrants principal
executive offices)
Ritchie Bros. Auctioneers (America) Inc.
4170 Highway 154
Newnan, GA 30265-1429
(770) 304-3355
(Name, address (including zip code) and telephone number
(including area code) of agent for service to the United
States)
Copies of communications to:
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Richard Balfour
McCarthy Tétrault LLP
777 Dunsmuir Street,
Suite 1300
P.O. Box 10424
Vancouver, B.C., Canada
V7Y 1K2 |
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Roy Tucker
David Matheson
Perkins Coie LLP
1120 N.W. Couch Street,
10th Floor
Portland, OR 97209-4128 |
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Barbara E. Smith
Borden Ladner Gervais LLP
1200 Waterford Centre
200 Burrard Street
Vancouver, B.C.,
Canada V7X 1T2 |
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Riccardo A. Leofanti
Skadden, Arps, Slate,
Meagher & Flom LLP
222 Bay Street
Suite 1750, P.O. Box 258
Toronto, Ontario, Canada
M5K 1J5 |
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this Registration
Statement becomes effective.
Province of British Columbia
(Principal jurisdiction regulating this offering)
It is proposed that this filing shall become effective (check
appropriate box):
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A. þ |
upon filing with the Commission, pursuant to Rule 467(a)
(if in connection with an offering being made contemporaneously
in the United States and Canada). |
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B. o |
at some future date (check the appropriate box below): |
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1. o |
pursuant to Rule 467(b) on (date) at (time)
(designate a time not sooner than 7 calendar days after
filing). |
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2. o |
pursuant to Rule 467(b) on (date) at (time)
(designate a time 7 calendar days or sooner after filing)
because the securities regulatory authority in the review
jurisdiction has issued a receipt or notification of clearance
on (date). |
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3. o |
pursuant to Rule 467(b) as soon as practicable after
notification of the Commission by the Registrant or the Canadian
securities regulatory authority of the review jurisdiction that
a receipt or notification of clearance has been issued with
respect hereto. |
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4. o |
after the filing of the next amendment to this Form (if
preliminary material is being filed). |
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to the home
jurisdictions shelf prospectus offering procedures, check
the following
box: o
PART I
INFORMATION REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS
2,173,913 Shares
RITCHIE BROS. AUCTIONEERS INCORPORATED
Common Shares
This is an offering of 2,173,913 common shares of Ritchie Bros.
Auctioneers Incorporated. All of these offered shares are being
sold by Globo Investments Ltd., or the selling shareholder, a
company controlled by David E. Ritchie, the Chairman of our
Board. Please see Principal and Selling
Shareholders. As of November 1, 2005,
Mr. Ritchie beneficially owned or controlled 5,876,446 of
our outstanding common shares and, after giving effect to this
offering, he would have beneficially owned or controlled
3,702,533 common shares, representing approximately 10.8% of our
outstanding common shares. We will not receive any of the
proceeds from the sale of the shares by the selling shareholder.
Our common shares are listed on the New York Stock Exchange, or
the NYSE, and the Toronto Stock Exchange, or the TSX, under the
symbol RBA. On November 15, 2005, the closing
price of our common shares was US$38.08 per share on the
New York Stock Exchange and CA$45.36 per share on the
Toronto Stock Exchange.
Investors should carefully consider the issues described
under Risk Factors beginning on page 3. The
Risk Factors section provides a discussion of
considerations relevant to an investment in our common
shares.
We are permitted to prepare this prospectus in accordance
with Canadian disclosure requirements, which are different from
those of the United States. We prepare our financial statements
in accordance with Canadian generally accepted accounting
principles, and they may be subject to Canadian auditing and
auditor independence standards. As a result, they may not be
comparable to financial statements of United States
companies.
Owning our common shares may subject you to tax consequences
both in the United States and Canada. This prospectus may not
describe these tax consequences fully. You should read the tax
discussion under Income Tax Considerations for
U.S. Shareholders.
Your ability to enforce civil liabilities under the United
States federal securities laws may be adversely affected because
we are incorporated in Canada, most of our officers and
directors and some of the experts named in this prospectus are
Canadian residents, and substantially all of our assets and the
assets of those officers, directors and experts are located
outside of the United States.
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Underwriting | |
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Net Proceeds to Selling | |
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Price to Public | |
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Commission | |
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Shareholder(1) | |
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Per share
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US$39.80 |
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US$1.5920 |
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US$38.2080 |
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Total(2)
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US$86,521,737 |
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US$3,460,869 |
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US$83,060,868 |
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(1) |
Before deducting the expenses of this offering payable by the
selling shareholder estimated at US$450,000. We will not pay any
of the expenses in connection with this offering. |
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(2) |
The selling shareholder has granted the underwriters an option
to purchase up to an additional 326,087 common shares on the
same terms as set forth above. This option may be exercised, in
whole or in part, at any time up to 48 hours prior to the
closing of this offering. |
None of the Securities and Exchange Commission, any state
securities regulator or any securities regulatory authority in
Canada has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The underwriters, as principals, conditionally offer the offered
shares, subject to prior sale, if, as and when sold by the
selling shareholder and accepted by the underwriters in
accordance with the conditions contained in the underwriting
agreement referred to under the section entitled Plan of
Distribution.
Subscriptions will be received subject to rejection or allotment
in whole or in part and the right is reserved to close the
subscription books at any time without notice. We expect this
offering to close on or about November 23, 2005, but in any
event, not later than December 15, 2005, and certificates
for the offered shares are expected to be available for delivery
at the time of closing.
The underwriters may over-allot or effect transactions that
stabilize or maintain the market price of our common shares in
accordance with applicable market stabilization rules. The
underwriters may offer the offered shares at a lower price than
stated above. Please see Plan of Distribution.
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Raymond James |
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BMO Nesbitt Burns |
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Scotia Capital |
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CIBC World Markets |
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Sprott Securities (U.S.A.)
Limited Blackmont
Capital Corp. |
The date of this prospectus is November 16, 2005.
TABLE OF CONTENTS
When considering an investment in the offered shares, you should
rely only on the information contained or incorporated by
reference in this prospectus. You should carefully read the
entire prospectus, including the section entitled Risk
Factors and the documents and financial statements
incorporated by reference in this prospectus, before making an
investment decision. We have not, and the underwriters have not,
authorized anyone, including the selling shareholder, to provide
you with different information. If anyone provides you with
different or inconsistent information, you should not rely on
it. We and the selling shareholder are not, and the underwriters
are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. The
information in this document may only be accurate as of the date
on the front cover of this prospectus.
In this prospectus, Ritchie Bros., the
Company, we or us each
refers to Ritchie Bros. Auctioneers Incorporated, either alone
or together with its subsidiaries, unless the context requires
otherwise. All dollar amounts and references to $
are references to U.S. dollars, unless otherwise noted. All
information in this prospectus assumes that the
underwriters option will not be exercised, unless
otherwise noted.
Certain names in this prospectus are our trademarks.
RITCHIE BROS. AUCTIONEERS INCORPORATED
We were amalgamated on December 12, 1997 under, and are
governed by, the Canada Business Corporations Act. Our
registered office is located at 1300 777 Dunsmuir
Street, Vancouver, British Columbia, Canada V7Y 1K2. Our
executive office is located at 6500 River Road, Richmond,
British Columbia, Canada V6X 4G5 and our telephone number
is (604) 273-7564.
We conduct business primarily through the following five
indirect wholly-owned operating subsidiaries:
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Ritchie Bros. Auctioneers (Canada) Ltd. incorporated
under the laws of Canada; |
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Ritchie Bros. Properties Ltd. incorporated under the
laws of Canada; |
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Ritchie Bros. Auctioneers (America) Inc.
incorporated under the laws of the State of Washington; |
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Ritchie Bros. Properties Inc. incorporated under the
laws of the State of Washington, and |
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Ritchie Bros. Auctioneers B.V. incorporated under
the laws of The Netherlands. |
Our interests in the above operating subsidiaries are held
through four wholly-owned holding companies, namely Ritchie
Bros. Holdings Ltd. (incorporated under the laws of Canada),
Ritchie Bros. Auctioneers (International) Ltd. (incorporated
under the laws of British Columbia), Ritchie Bros. Holdings Inc.
(incorporated under the laws of the State of Washington), and
Ritchie Bros. Holdings (America) Inc. (incorporated under the
laws of the State of Washington).
DESCRIPTION OF BUSINESS
We are the worlds largest auctioneer of industrial
equipment. At November 1, 2005, we operated from
approximately 110 locations, including 30 auction sites, in 25
countries around the world. We sell, through unreserved public
auctions, a broad range of industrial assets, including
equipment used in the construction, transportation, mining,
forestry, petroleum, material handling, marine and agricultural
industries. Our customers are primarily end-users of equipment,
such as contractors, and they also include equipment
manufacturers, dealers, brokers and finance companies. Our
business volume is driven by many factors, including fleet
upgrades and realignments, financial pressure, mergers and
acquisitions, retirements, inventory reductions and the
completion of major construction and other projects.
Our gross auction sales, which represent the total proceeds from
all items sold at our auctions, were $1.79 billion for the
year ended December 31, 2004, which is 15% higher than
2003. During the first nine months of 2005, we realized gross
auction sales of approximately $1.50 billion. Gross auction
sales is not a measure of revenue and is not presented in our
consolidated financial statements; however, we believe that
gross auction sales represents an important criterion for
assessing our relative operating performance between periods.
Strict adherence to the unreserved auction process is one of our
founding principles and, we believe, one of our significant
competitive advantages. Unreserved means that there are no
minimum or reserve prices on anything sold at a Ritchie Bros.
auction each item sells to the highest bidder on
sale day, regardless of the price. In addition, neither
consignors nor their agents are allowed to bid on or buy back
their own equipment. We have maintained our commitment to the
unreserved auction process since our first industrial auction in
1963 because we believe that an unreserved auction is a fair
auction.
We attract a broad base of customers from around the world to
our auctions. Our worldwide marketing efforts help to attract
bidders to our auctions, and they are willing to travel long
distances or participate on-line because of our reputation for
conducting fair auctions. These multinational bidding audiences
provide a global marketplace that allows our auctions to
transcend local market conditions. We believe that our ability
to consistently draw significant numbers of local and
international bidders to our auctions, most of whom are
end-users of trucks and equipment rather than resellers, is
compelling to sellers of used equipment and generates for us a
greater volume of consigned equipment than our competitors.
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SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in
this prospectus contain forward-looking statements that involve
risks and uncertainties. These statements are based on current
expectations and estimates about our business, and include,
among others, statements relating to:
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our future performance; |
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growth of our operations; |
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expansion of the geographic markets and the market segments in
which we conduct auctions, including the world market for used
trucks and equipment; |
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increases in the number of consignors and bidders participating
in our auctions; |
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growth of auction industry markets and segments; |
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the average size of our auctions; |
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our key strengths; |
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our ability to consistently draw significant numbers of local
and international bidders to our auctions; |
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the anticipated improvement, acquisition and development by us
of auction sites; |
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increases in our sales force productivity; |
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our gross auction sales, auction revenues and auction revenue
rates, including increases in auction revenue rates from fees
and other factors and the sustainability of those rates, and the
seasonality of gross auction sales and auction revenues; |
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our direct expense rates, depreciation expenses and income tax
rates; |
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the effect on our general and administrative expenses of
expanded infrastructure and workforce and growth of our business; |
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the sufficiency of our working capital to meet our financial
needs; |
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our future capital expenditures; |
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our Mission 2007 strategic initiative, including its effect on
our results of operations and capital expenditures; |
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the renegotiation and extension of existing indebtedness and the
availability of financing on terms acceptable to us in the
future; |
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the proportion of our revenues and operating costs denominated
in currencies other than the U.S. dollar or the effect of
currency exchange fluctuations on our results of operations; |
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the relative insulation of the industrial equipment auction
business from cyclical economic trends; |
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our internet initiatives and the level of participation in our
auctions by internet bidders; and |
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our program to upgrade our information systems, including its
effect on our results of operations and capital expenditures. |
In some cases, you can identify forward-looking statements by
terms such as anticipate, believe,
could, continue, estimate,
expect, intent, may,
might, ongoing, plan,
potential, predict, project,
should, will, would, or the
negative of these terms, and similar expressions intended to
identify forward-looking statements. Our forward-looking
statements are not guarantees of future performance and involve
risks, uncertainties and assumptions that are difficult to
predict. While we have not described all potential risks related
to this offering and owning our common shares, the important
factors listed under Risk Factors are among those
that may affect our performance and could cause our actual
financial and operational results to differ significantly from
our predictions. We do not intend to update publicly any
forward-looking statements, even if our predictions have been
affected by new information, future events or other
developments. You should consider our forward-looking statements
in light of these and other relevant factors.
2
RISK FACTORS
You should carefully consider the risks described below
before making an investment decision. You should also refer to
the other information in this prospectus, including our
financial statements and the related notes and other documents
incorporated by reference into this prospectus. The risks and
uncertainties described below are not the only risks and
uncertainties we face. Additional risks and uncertainties not
currently known to us or that we currently deem immaterial also
may impair our business operations. If any of the following
risks actually occur, our business, results of operations and
financial condition would suffer. In that event, the trading
price of our common shares could decline, and you may lose all
or part of your investment in our common shares.
Risks Related to Our Business
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Our guarantee and outright purchase contracts and advances
to consignors may result in us incurring losses. |
Approximately 75% of our business is conducted on a straight
commission basis. In certain situations we will either offer to:
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guarantee a minimum level of sale proceeds to the consignor,
regardless of the ultimate selling price of the consignment at
the auction; or |
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purchase the equipment outright from the consignor for sale in a
particular auction. |
If auction proceeds are less than the guaranteed amount, our
commission will be reduced or, if sufficiently lower, we will
incur a loss. If auction proceeds are less than the purchase
price we paid for equipment that we take into inventory
temporarily, we will incur a loss. Because all of our auctions
are unreserved, there is no way for us to protect against these
types of losses by bidding on or acquiring any of the items at
the auction. In recent periods, guarantee and inventory
contracts have generally represented approximately 25% of our
annual gross auction sales.
Occasionally we advance to consignors a portion of the estimated
auction proceeds prior to the auction. We generally make these
advances only after taking possession of the assets to be
auctioned and upon receipt of a security interest in the assets
to secure the obligation. If we were unable to auction the
assets or if auction proceeds were less than amounts advanced,
we could incur a loss.
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We may need to make payments to satisfy our guarantees of
clear title on the assets sold at our auctions which may result
in us incurring losses. |
Where title registries are commercially available, we guarantee
that each item purchased at our auctions is free of liens and
other encumbrances, up to the purchase price paid by the buyer.
While we exert considerable effort ensuring that all liens have
been identified and, if necessary, discharged prior to the
auction, we occasionally do not properly identify or discharge
liens and have had to make payments to the relevant lienholders
or purchasers. We will incur a loss if we are unable to recover
sufficient funds from the consignors to offset these payments;
aggregate losses from these payments could be material.
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We may have difficulties sustaining and managing our
growth. |
One of the main elements of our strategy is to continue to grow
our business, primarily by increasing earnings from operations
in markets in which we already operate and by expanding into new
geographic markets and into market segments in which we have not
had a significant presence in the past. As part of this
strategy, we may from time to time acquire additional assets or
businesses from third parties. We may not be successful in
growing our business or in managing this growth. For us to be
successful in growing our business, we need to accomplish a
number of objectives, including:
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recruiting and retaining suitable sales personnel; |
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identifying and developing new geographic markets and market
segments; |
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identifying and acquiring, on terms favourable to us, suitable
land on which to build new auction facilities and, potentially,
businesses that might be appropriate acquisition targets; |
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successfully managing expansion; |
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obtaining necessary financing; |
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receiving necessary authorizations and approvals from
governments for proposed development or expansion; |
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successfully integrating new facilities and acquired businesses
into our existing operations; |
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achieving acceptance of the auction process in general by
potential consignors, bidders and buyers; |
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establishing and maintaining favourable relationships with
consignors, bidders and buyers in new markets and market
segments, and maintaining these relationships in our existing
markets; |
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capitalizing on changes in the supply of and demand for
industrial assets, in our existing and in new markets; and |
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designing and implementing business processes that are able to
support profitable growth. |
We may need to hire additional employees to manage any growth
that we achieve. In addition, growth may increase the geographic
scope of our operations and increase demands on both our
operating and financial systems. These factors will increase our
operating complexity and the level of responsibility of existing
and new management personnel. It may be difficult for us to
attract and retain qualified managers and employees, and our
existing operating and financial systems and controls may not be
adequate to support our growth. We may not be able to improve
our systems and controls as a result of increased costs,
technological challenges, or lack of qualified employees. Our
past results and growth may not be indicative of our future
prospects or our ability to expand into new markets, many of
which may have different competitive conditions and demographic
characteristics than our existing markets.
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Our business would be harmed if there were decreases in
the supply of, demand for, or market values of industrial
assets, primarily used industrial equipment. |
Our auction revenues could be reduced if there was significant
erosion in the supply of, demand for, or market values of used
trucks and equipment, which would affect our financial condition
and results of operations. We have no control over any of the
factors that affect the supply of, and demand for, used trucks
and equipment, and the circumstances that cause market values
for used trucks and equipment to fluctuate are beyond our
control. In addition, price competition and availability of new
trucks and equipment directly affect the supply of, demand for,
and market value of used trucks and equipment.
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Legal and other claims may result in us incurring
losses. |
We are subject to legal and other claims that arise in the
ordinary course of our business. While the results of these
claims have not historically had a material effect on our
financial condition or results of operations, we may not be able
to defend ourselves adequately against these claims in the
future and we may incur a loss. Aggregate losses from these
claims could be material.
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Our operating results are subject to quarterly
variations. |
Historically, our revenues and operating results have fluctuated
from quarter to quarter. We expect to continue to experience
these fluctuations as a result of the following factors, among
others:
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the size, timing and frequency of our auctions; |
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the seasonal nature of the auction business in general, with
peak activity typically occurring in the second and fourth
calendar quarters, mainly as a result of the seasonal nature of
the construction and natural resources industries; |
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the performance of our underwritten business (guarantee and
outright purchase contracts); |
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general economic conditions in our markets; and |
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the timing of acquisitions and development of auction facilities
and related costs. |
In addition, we usually incur substantial costs when entering
new markets, and the profitability of operations at new
locations is uncertain as a result of the increased variability
in the number and size of auctions at new sites. These and other
factors may cause our future results to fall short of investor
expectations or not to compare favourably to our past results.
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We are exposed to foreign exchange rate fluctuations and
political and economic instability as a result of our
substantial international operations, which could harm our
results of operations. |
We conduct business on a global basis and intend to continue to
expand our presence in international markets. Fluctuating
currency exchange rates, acts of terrorism or war, and changing
social, economic and political conditions and regulations may
affect in a negative manner our business in international
markets and our related operating results. Currency exchange
rate fluctuations between the different countries in which we
conduct our operations impact the purchasing power of buyers,
the motivation of consignors, asset values and asset flows
between various countries, including those in which we do not
have operations. These factors and other global economic
conditions may harm our business and our operating results.
Although we report our financial results in United States
dollars, a significant portion of our auction revenues are
generated at auctions held outside the United States, mostly in
currencies other than the United States dollar. Currency
exchange rate changes against the United States dollar,
particularly for the Canadian dollar and the Euro, could affect
our presented results in our financial statements and cause our
earnings to fluctuate.
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Our revenues and profitability could be reduced as a
result of competition in our core markets. |
The used truck and equipment sectors of the global industrial
equipment market, and the auction segment of those markets, are
highly fragmented. We compete directly for potential purchasers
of industrial equipment with other auction companies. Our
indirect competitors include equipment manufacturers,
distributors and dealers that sell new or used equipment, and
equipment rental companies. When sourcing equipment to sell at
our auctions, we compete with other auction companies, equipment
dealers and brokers, and equipment owners that have
traditionally disposed of equipment in private sales.
Our direct competitors are primarily regional auction companies.
Some of our indirect competitors have significantly greater
financial and marketing resources and name recognition than we
do. New competitors with greater financial and other resources
may enter the industrial equipment auction market in the future.
Additionally, existing or future competitors may succeed in
entering and establishing successful operations in new
geographic markets prior to our entry into those markets. They
may also compete against us through internet-based services. If
existing or future competitors seek to gain or retain market
share by reducing commission rates, we may also be required to
reduce commission rates, which may reduce our revenue and harm
our operating results and financial condition.
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We depend on the services of a number of key personnel,
and our business could be harmed if we lost one or more of them.
We also have a new Chief Executive Officer effective
November 1, 2004. |
The growth and performance of our business will depend to a
significant extent on the efforts and abilities of our executive
officers and senior managers. Our business could be harmed if we
lost the services of one or more of these individuals. We do not
maintain key man insurance on the lives of any of our executive
officers. Our future success largely depends on our ability to
attract, develop and retain skilled employees in all areas of
our business. Peter J. Blake, our former Senior Vice-President
and Chief Financial Officer, became Chief Executive Officer
effective November 1, 2004, replacing David E. Ritchie, one
of the founders of our company. Although Mr. Blake has been
employed by us for over
5
14 years, he does not have the same depth of experience as
Mr. Ritchie and has not previously been in a Chief
Executive Officer role.
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Our results may not improve on a long term basis as a
result of our internet-related initiatives, which are also
subject to technological obsolescence and potential service
interruptions; in addition, we may not be able to compete with
technologies implemented by our competitors. |
We have invested significant resources in the development of our
internet platform, including our rbauctionBid-Live
internet bidding service. We use and rely on intellectual
property owned by third parties which are licensed to us in
providing our rbauctionBid-Live service. Our internet
technologies may not result in any material long-term
improvement in our results of operations or financial condition
and may require further significant investment to help avoid
obsolescence. We may also not be able to continue to adapt our
business to internet commerce and we may not be able to compete
effectively against internet auction services offered by our
competitors.
The success of our rbauctionBid-Live service and other
services that we offer over the internet, including
equipment-searching capabilities and historical price
information, will continue to depend largely on our ability to
use suitable intellectual property licensed from third parties,
further development and maintenance of our infrastructure and
the internet in general. Our ability to offer online services
depends on the performance of the internet, as well as some of
our internal hardware and software systems. Viruses,
worms and other similar programs, which have in the
past caused periodic outages and other internet access delays,
may in the future interfere with the performance of the internet
and some of our internal systems. These outages and delays could
reduce the level of service we are able to offer over the
internet. We could lose customers and our reputation could be
harmed if we were unable to provide services over the internet
at an acceptable level of performance or reliability.
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The availability and performance of our internal
technology infrastructure is critical to our business. |
The satisfactory performance, reliability and availability of
our website, processing systems and network infrastructure are
important to our reputation and our business. We will need to
continue to expand and upgrade our technology, transaction
processing systems and network infrastructure both to meet
increased usage of our rbauctionBid-Live service and
other services offered on our website and to implement new
features and functions. Our business and results of operations
could be harmed if we were unable to expand and upgrade in a
timely manner our systems and infrastructure to accommodate any
increases in the use of our internet services, or if we were to
lose access to or the functionality of our internet systems for
any.
We use both internally developed and licensed systems for
transaction processing and accounting, including billings and
collections processing. We may need to improve these systems in
order to accommodate growth in our business. Any inability to
upgrade our technology, transaction processing systems or
network infrastructure to accommodate increased transaction
volumes could harm our business and interfere with our ability
to expand our business.
We have embarked on a program to upgrade our information
systems, including implementing an enterprise resource planning
system. Our business and results of operations could be harmed
if our program is not successful or if our enterprise resource
planning system implementation is not successful.
We do not currently have a formal disaster recovery plan. If we
were subject to a serious security breach or a threat to
business continuity, it could materially damage our business,
results of operations and financial condition.
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Our business is subject to risks relating to our ability
to safeguard the security and privacy of our customers
confidential information. |
We maintain proprietary databases containing confidential
personal information regarding our customers and the results of
our auctions, and we must safeguard the security and privacy of
this
6
information. Despite our efforts to protect this information, we
face the risk of inadvertent disclosure of this sensitive
information or an intentional breach of our security measures.
Security breaches could damage our reputation and expose us to a
risk of loss or litigation and possible liability. We may be
required to make significant expenditures to protect against
security breaches or to alleviate problems caused by any
breaches. Our insurance policies may not be adequate to
reimburse us for losses caused by security breaches.
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Our operations are subject to substantial environmental
and other regulations, which may significantly increase our
expenses or limit our operations and ability to expand. |
A variety of federal, provincial, state and local laws, rules
and regulations apply to our business. These relate to, among
other things, the auction business, imports and exports of
equipment, worker safety, privacy of customer information, and
the use, storage, discharge and disposal of environmentally
sensitive materials. Failure to comply with applicable laws,
rules and regulations could result in substantial liability to
us, suspension or cessation of some or all of our operations,
restrictions on our ability to expand at present locations or
into new locations, requirements for the acquisition of
additional equipment or other significant expenses or
restrictions.
The development or expansion of auction sites depends upon
receipt of required licenses, permits and other governmental
authorizations. Our inability to obtain these required items
could harm our business. Additionally, changes or concessions
required by regulatory authorities could result in significant
delays in, or prevent completion of, this development or
expansion.
Under some laws regulating the use, storage, discharge and
disposal of environmentally sensitive materials, an owner or
lessee of real estate may be liable for the costs of removal or
remediation of hazardous or toxic substances located on or in,
or emanating from, the real estate, and related costs of
investigation and property damage. These laws often impose
liability without regard to whether the owner or lessee knew of,
or was responsible for, the presence of the hazardous or toxic
substances. Environmental contamination may exist at our owned
or leased auction sites from prior activities at these locations
or from neighbouring properties. In addition, auction sites that
we acquire or lease in the future may be contaminated, and
future use of or conditions on any of our properties or sites
could result in contamination. The costs related to
environmental contamination of any of the properties we own or
lease could harm our financial condition and results of
operations.
There are restrictions in the United States and Europe that may
affect the ability of equipment owners to transport certain
equipment between specified jurisdictions. One example of these
restrictions is environmental certification requirements in the
United States, which prevent non-certified equipment from being
entered into commerce in the United States. If these
restrictions were to materially inhibit the ability of customers
to ship equipment to or from our auction sites, they could
reduce our gross auction sales and harm our business.
International bidders and consignors could be deterred from
participating in our auctions if governmental bodies impose
additional export or import regulations or additional duties,
taxes or other charges on exports or imports. Reduced
participation by international bidders and consignors could
reduce our gross auction sales and harm our business, financial
condition and results of operations.
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Our insurance may be insufficient to cover losses that may
occur as a result of our operations. |
We maintain property and general liability insurance. This
insurance may not remain available to us at commercially
reasonable rates, and the amount of our coverage may not be
adequate to cover all liability that we may incur. Our auctions
generally involve the operation of large equipment close to a
large number of people, and an accident could damage our
facilities or injure auction attendees. Any major accident could
harm our reputation and our business. In addition, if we were
held liable for amounts exceeding the limits of our insurance
coverage or for claims outside the scope of our coverage, the
resulting costs could harm our results of operations and
financial condition.
7
Risks Related to this Offering
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Concentration of ownership of our common shares and other
factors could limit common shareholders influence on our
business and the price that investors are willing to pay in the
future for our common shares. |
Following the consummation of this offering, our directors and
executive officers collectively will beneficially own
approximately 19.4% of our outstanding common shares. As a
result, our directors and executive officers, if they act
together, would be able to exercise significant control over our
business, policies and affairs. The timing and receipt of any
takeover or control premium by our shareholders could depend on
our directors and executive officers determination
of when to sell their shares.
Our Articles of Amalgamation and by-laws allow our Board of
Directors to issue, in its sole discretion and without the
approval of the holders of our common shares, preferred shares
which may have rights and preferences that are superior to those
of our common shares. This could delay or prevent a change of
control that would be attractive to, and provide liquidity for,
common shareholders, and could limit the price that investors
are willing to pay in the future for our common shares.
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The price of our common shares may fluctuate
significantly. |
The market price of our common shares is subject to significant
variation due to various factors, both within and outside our
control, including:
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fluctuations in our operating results; |
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changes in, or actual results varying from, earnings or other
estimates made by securities analysts; |
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the degree of success we achieve in implementing our growth
strategy; |
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changes in business or regulatory conditions affecting us, our
customers or our competitors; and |
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the other risk factors included in this prospectus. |
In addition, the stock market may experience volatility in terms
of prices and volumes that can affect the share prices of
companies in ways unrelated to their operating performance, and
this market volatility may cause the market price of our common
shares to fluctuate.
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We may not continue to pay regular cash dividends. |
We declared and paid quarterly cash dividends of $0.18 per
outstanding common share for the second and third fiscal
quarters of 2005. Any decision to declare and pay dividends in
the future will be made at the discretion of our Board of
Directors, after taking into account our operating results,
financial condition, cash requirements, financing agreement
restrictions and other factors our Board may deem relevant. We
may be unable or may elect not to continue to declare and pay
dividends, even if necessary financial conditions are met and
sufficient cash is available for distribution.
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Because we are a Canadian company, it may be difficult for
you to enforce liabilities against us based upon United States
federal securities laws. |
We are a corporation amalgamated under the laws of Canada and
our principal executive office is located in Richmond, British
Columbia. The majority of our directors and officers, and the
experts named in this prospectus, are residents of Canada, and a
substantial portion of their assets and our assets are located
outside the United States. As a result, it may be difficult for
you to effect service of process within the United States upon
the directors, officers and experts, or to enforce judgments of
United States courts based upon civil liability under the
federal securities laws of the United States against them. There
is doubt as to the enforceability in Canada of judgments against
us or against any of our directors, officers or experts, in
original actions or in action for enforcement of judgments of
United States courts, based solely upon the federal securities
laws of the United States.
8
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the
offered shares and we will not pay any of the expenses in
connection with this offering. The estimated net proceeds to the
selling shareholder from the sale of the offered shares will be
approximately $82.6 million after deducting the
underwriters commission and the estimated expenses of this
offering payable by the selling shareholder.
DESCRIPTION OF SHARE CAPITAL
Our authorized share capital consists of an unlimited number of
common shares without par value, 34,414,900 shares of which
were outstanding as of November 1, 2005, an unlimited
number of Senior preferred shares without par value and an
unlimited number of Junior preferred shares without par value
(together known as the preferred shares). Our Board
of Directors, without further action by shareholders, is
authorized to determine the designations, rights and
restrictions to be attached to the preferred shares upon
issuance. No preferred shares were outstanding as of
November 1, 2005.
There have been no material changes in our share capital since
December 31, 2004, other than those changes disclosed in
our financial statements for the period ended September 30,
2005, which are incorporated by reference into this document.
Holders of common shares are entitled to one vote for each share
held on all matters submitted to a vote of our shareholders,
including the election of directors. Accordingly, holders of the
majority of the common shares entitled to vote in any election
of directors may elect all of the directors standing for
election. There are no limitations on the rights of non-resident
or foreign owners to hold or vote common shares. Subject to
preferences that may be applicable to any preferred shares
outstanding at the time, holders of common shares are entitled
to receive ratably any dividends as may be declared from time to
time by the Board of Directors out of funds legally available
therefor. Please see Dividend Policy. In the event
of a liquidation, dissolution or winding up, holders of common
shares are entitled to share ratably in all assets remaining
after payment of our liabilities and any liquidation preferences
of any outstanding preferred shares. Holders of common shares
have no pre-emptive rights and no rights to convert their common
shares into any other securities and there are no redemption
provisions with respect to those shares. The rights, preferences
and privileges of holders of common shares are subject to, and
may be adversely affected by, the rights of the holders of any
series of preferred shares that our Board of Directors may
designate and we may issue in the future.
The issuance of preferred shares in certain circumstances may
have the effect of delaying or preventing a change of control of
Ritchie Bros. without further action by the shareholders, may
discourage bids for our common shares at a premium over the
market price of the common shares and may adversely affect the
market price and the voting and other rights of the holders of
common shares.
DIVIDEND POLICY
We currently pay a quarterly cash dividend of $0.18 per
common share. We currently intend to continue to declare and pay
a quarterly dividend in this amount on our common shares.
However, any decision to declare and pay dividends in the future
will be made at the discretion of our Board of Directors, after
taking into account our operating results, financial condition,
cash requirements, financing agreement restrictions and other
factors our Board may deem relevant. In 2004, we declared total
cash dividends of $0.37 per common share, compared to
$0.15 per share in 2003 and nothing in 2002 (all after
giving effect to a two-for-one stock split that occurred in May
2004).
Because we are a holding company with no material assets other
than the shares of our subsidiaries, our ability to pay
dividends on our common shares depends on the income and cash
flow of our subsidiaries. No financing agreements to which our
subsidiaries are party currently restrict those subsidiaries
from paying dividends.
9
PRINCIPAL AND SELLING SHAREHOLDERS
The following table sets out information about the beneficial
ownership (subject to certain joint ownership and family trust
interests) of our common shares as of November 1, 2005 for
Mr. David E. Ritchie, who controls Globo Investments Ltd.,
which is selling common shares in this offering, and for our
directors and executive officers as a group. The applicable
beneficial ownership percentage is based on
34,414,900 common shares outstanding.
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Before Giving Effect to this |
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After Giving Effect to this |
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Offering |
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Offering |
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% of |
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No. of |
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% of |
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No. of |
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Common |
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Common |
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No. of |
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Common |
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Common |
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Shares |
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Shares |
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Common |
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Shares |
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Shares |
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Outstanding |
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Offered |
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Shares |
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Outstanding |
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David E. Ritchie,
Chairman of the Board
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5,876,446 (1)(2) |
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17.1 |
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2,173,913 |
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3,702,533 |
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10.8 |
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Directors and executive officers, including Mr. Ritchie, as
a group (13 individuals)
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8,859,251 |
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25.7 |
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2,173,913 |
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6,685,338 |
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19.4 |
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(1) |
Of these common shares, 2,500,000 are registered in the name of
Globo Investments Ltd., the selling shareholder, 190,750 are
registered in the name of D.E.R. Auctions Ltd., and 3,185,496
are registered in the name of Davcorp Investments Ltd., each of
which is controlled by Mr. Ritchie. Mr. Ritchie also
holds 200 common shares personally. All of the common shares to
be sold in this offering will be sold by Globo Investments
Ltd., the selling shareholder. |
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(2) |
Mr. Ritchie (subject to certain joint ownership and family
trust interests) has beneficially owned or controlled all but
100 of these common shares since they were initially issued by
us in 1997 as part of a corporate reorganization that we carried
out prior to our initial public offering. |
If the underwriters exercise the option granted to them by the
selling shareholder, the number of common shares offered by the
selling shareholder will be 2,500,000 and the percentage of
outstanding common shares Mr. Ritchie and the directors and
executive officers as a group would beneficially own or control
after giving effect to this offering would be 9.8% and 18.5%,
respectively.
10
INCOME TAX CONSIDERATIONS FOR U.S. SHAREHOLDERS
The following discussion generally summarizes certain material
United States and Canadian federal income tax consequences of
the purchase, ownership and disposition of our common shares
purchased pursuant to this prospectus by U.S. purchasers.
This discussion is not intended to be, nor should it be
construed to be, legal or tax advice to any particular
prospective purchaser. This discussion does not take into
account U.S. state or local tax laws, Canadian provincial
or territorial tax laws, or tax laws of jurisdictions outside of
the United States and Canada. The following discussion is based
upon the tax laws of the United States and Canada in effect
on the date of this prospectus, which are subject to change and
possible retroactive effect. Prospective purchasers should
consult their own tax advisors with respect to their particular
circumstances.
United States Federal Income Tax Considerations
The following is a general summary of certain United States
federal income tax considerations relating to the purchase,
ownership and disposition of our common shares. This summary is
based upon the U.S. Internal Revenue Code of 1986, as
amended (referred to as the Code), Treasury regulations,
Internal Revenue Service (or the IRS) rulings and judicial
decisions now in effect, all of which are subject to change
(possibly, with retroactive effect) or different interpretations.
This discussion is limited to U.S. Holders (as defined
below) who hold our common shares as capital assets
within the meaning of Section 1221 of the Code (generally,
for investment). The U.S. federal income tax consequences
of purchasing, owning or disposing of our common shares could
differ from those described in this section of this prospectus.
This summary does not describe all U.S. federal income tax
consequences that may be relevant to such holders in light of
their particular circumstances or to holders subject to special
rules under U.S. federal income tax law, such as
(1) dealers or traders in securities or currencies,
(2) financial institutions, (3) investors in
pass-through entities, partnerships or other entities classified
as partnerships for U.S. federal income tax purposes,
(4) tax-exempt organizations or qualified retirement plans,
(5) insurance companies, (6) persons holding common
shares as a hedge or as part of a straddle, constructive sale,
conversion transaction, or other risk management transaction,
(7) U.S. Holders whose functional currency
is not the U.S. dollar, (8) certain former citizens or
residents of the United States, and (9) persons who own or
are considered as owning 10% or more of the total combined
voting power of all classes of our capital stock. Furthermore,
this summary does not address alternative minimum taxes nor any
aspect of foreign, state, local, estate or gift taxation.
INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS ABOUT THE
UNITED STATES FEDERAL TAX CONSEQUENCES OF ACQUIRING, HOLDING AND
DISPOSING OF OUR COMMON SHARES, AS WELL AS ANY TAX CONSEQUENCES
ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING
JURISDICTION.
As used in this section of this prospectus, the term
U.S. Holder means a beneficial holder of our
common shares that is for U.S. federal income tax purposes:
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an individual citizen or resident of the United States (unless
such person is not treated as a resident of the United States
under an applicable income tax treaty); |
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a corporation (or an entity treated as a corporation for
U.S. federal income tax purposes) created or organized in
or under the laws of the United States or any political
subdivision thereof; |
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an estate, the income of which is subject to U.S. federal
income taxation regardless of its source; or |
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a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one
or more U.S. persons have the authority to control all
substantial decisions of the trust, or a trust that has elected
to be treated as a U.S. person. |
The U.S. tax treatment of a holder of common shares that is
a partnership (or other entity taxable as a partnership for
U.S. federal income tax purposes) generally will depend on
the status of the partner and the activities of the partnership.
Partners in partnerships holding our common shares should
consult their tax advisors about the U.S. federal income
tax consequences of the purchase, ownership and disposition of
our common shares.
Subject to the discussion of Special tax provisions
below, a U.S. Holder receiving dividend distributions
(including constructive distributions) with respect to our
common shares is required to include in gross income for
U.S. federal income tax purposes the gross amount of such
distributions to the extent of our current and/or accumulated
earnings and profits, as determined under U.S. federal
income tax principles, without reduction for Canadian income tax
withheld. In general, such Canadian taxes withheld may be
credited, subject to certain limitations, against a
U.S. Holders U.S. federal income tax liability,
or alternatively may be deducted in computing a
U.S. Holders U.S. federal taxable income as
described below under Foreign tax credit. The amount
of any distribution of property other than cash will be the fair
market value of such property on the date of distribution. Any
distribution in excess of our current and/or accumulated
earnings and profits will be treated first as a tax-free return
of capital, which will reduce the U.S. Holders
adjusted tax basis of our common shares (but not below zero). To
the extent such a distribution exceeds the
U.S. Holders adjusted tax basis in our common shares,
the distribution will be taxable as capital gain. Corporate
U.S. Holders receiving dividends on our common shares
generally will not be eligible for the dividends-received
deduction. Dividends generally will be treated as income from
sources outside the United States. For U.S. foreign
tax credit limitation purposes, dividends generally will
constitute passive income or, in the case of certain
types of U.S. Holders, financial services
income (or, for tax years beginning after
December 31, 2006, general category income).
If a dividend distribution is paid in Canadian dollars, the
amounts includible in income will be the U.S. dollar value,
on the date of distribution, of the Canadian dollar amount
distributed. Any subsequent gain or loss in respect of such
Canadian dollars arising from exchange rate fluctuations
generally will be U.S. source ordinary income or loss.
Under current law, long-term capital gain of non-corporate
U.S. Holders (including individuals) generally is eligible
for preferential tax rates. For taxable years beginning after
December 31, 2002 and before January 1, 2009, subject
to certain exceptions, dividends received by non-corporate
U.S. Holders (including individuals) from qualified
foreign corporations (as defined in Section 1(h)(11)
of the Code) are taxed at the same preferential rates that apply
to long-term capital gain. Provided that we are not a
passive foreign investment company, as discussed
below, we currently meet the definition of qualified
foreign corporation and therefore dividends paid to
non-corporate U.S. Holders with respect to our common
shares generally should be eligible for the preferential tax
rates.
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Sale, exchange or other disposition of our common
shares |
A U.S. Holder will recognize a gain or loss on the sale,
exchange or other disposition of our common shares equal to the
difference between the amount realized on the sale or other
taxable disposition and the U.S. Holders adjusted tax
basis in such shares. Subject to the discussion of Special
tax provisions below, such gain or loss generally will be
U.S. source capital gain or loss, and will be long-term
capital gain or loss if the holder has held or is deemed to have
held such shares for more than twelve months. Generally,
long-term capital gains recognized by non-corporate taxpayers
(including individuals) are taxed at lower rates than items of
ordinary income. The deductibility of capital losses is subject
to certain limitations.
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Subject to the limitations set forth in the Code, as modified by
the United States-Canada income tax treaty, a U.S. Holder
who pays (or has withheld from distributions) Canadian income
tax with respect to the ownership of our common shares may be
entitled, at the option of the U.S. Holder, to receive
either a deduction or a tax credit for such Canadian tax paid or
withheld. Holders and prospective holders of our common shares
should be aware that dividends paid by us generally will
constitute passive income for purposes of the
foreign tax credit, which could reduce the amount of foreign tax
credit available to a U.S. Holder. The rules relating to
the U.S. foreign tax credit are extremely complex and the
availability of the foreign tax credit and the application of
the limitations with respect to such credit are fact specific.
Holders and prospective holders are urged to consult their own
tax advisors concerning the application of the U.S. foreign
tax credit rules in light of their particular circumstances.
The U.S. federal income tax treatment of investments by
U.S. Holders in non-U.S. corporations is subject to
special provisions under the Code that may alter the
U.S. federal income tax consequences described above.
Passive foreign investment company. Special rules apply
to U.S. Holders who hold stock or rights to acquire stock
in a passive foreign investment company, or a PFIC.
In general, a non-United States corporation will be a PFIC for
any taxable year in which, after applying relevant look-through
rules, either (a) 75% or more of its gross income is
passive income, or (b) 50% or more of the average value of
its assets consists of assets that produce, or that are held for
the production of, passive income. For this purpose, passive
income generally includes, among other things, interest,
dividends, rents, royalties and gains from certain commodities
transactions.
We do not believe that we have been a PFIC for any prior taxable
year. Furthermore, we do not expect that we will be treated as a
PFIC for the current taxable year or any future taxable year.
Although we do not expect that we will be treated as a PFIC for
the current taxable year or any future taxable year, the
determination of whether a corporation is a PFIC is made on an
annual basis and our status as a PFIC in a particular taxable
year will depend upon our assets and activities in that year. We
have no reason to believe that our assets or activities will
change in a manner that would cause us to be classified as a
PFIC. However, there can be no assurance that we will not be
treated as a PFIC for any taxable year. Furthermore, there can
be no assurance that the IRS will not challenge any
determination by us concerning our PFIC status, currently or
with respect to prior or future taxable years.
If, contrary to our expectations, we were to be classified as a
PFIC, a U.S. Holder may be subject to increased tax
liability upon the receipt of certain distributions (including
constructive distributions) or upon the sale, exchange or other
disposition of our common shares, unless such holder makes one
of two elections. First, if a U.S. Holder of our common
shares makes a timely election to treat us as a qualified
electing fund, or a QEF, the electing U.S. Holder would be
required to include annually in gross income (a) such
holders pro rata share of our ordinary earnings, and
(b) such holders pro rata share of any of our net
capital gain, regardless of whether such income or gain is
actually distributed. If, alternatively, a U.S. Holder
makes a mark-to-market election, such holder
generally will include annually an amount equal to the excess,
if any, of the fair market value of the common shares as of the
close of such taxable year over the U.S. Holders
adjusted tax basis in the common shares. In addition, the
U.S. Holder generally will be allowed a deduction for the
lesser of (1) the excess, if any, of the
U.S. Holders adjusted tax basis in our common shares
over the fair market value of such shares as of the close of the
taxable year, or (2) the excess, if any of (A) the
mark-to-market gains for our common shares included in gross
income by the U.S. Holder for prior taxable years, over
(B) the mark-to-market losses for such shares that were
allowed as deductions for prior tax years. If, contrary to our
expectations, we were to be classified as a PFIC, we do not
currently intend to take the actions necessary for a
U.S. Holder to make a QEF election.
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Neither we nor any of our advisors has the duty to, or will
undertake to, inform U.S. Holders of changes in
circumstances that would cause us to become a PFIC. Because
of this, and because of the complexity of the PFIC rules,
holders and prospective holders are urged to consult with their
own tax advisors with respect to the application of the PFIC
rules to them.
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Backup withholding and information reporting |
Payment of dividends with respect to our common shares, to the
extent such payments are considered to be made within the United
States to a holder, and the proceeds from the sale, exchange or
redemption of our common shares, may be subject to
U.S. information reporting and also may be subject to
U.S. backup withholding tax, unless a holder (a) is an
exempt recipient (including a corporation), (b) complies
with certain requirements, including applicable certification
requirements, or (c) is described in certain other
categories of persons. The backup withholding tax rate currently
is 28%. Any amounts withheld from a payment to a holder of our
common shares under the backup withholding rules may be credited
against any U.S. federal income tax liability of the holder
and may entitle the holder to a refund, provided that the
required information is furnished to the IRS.
The preceding discussion of certain U.S. federal income
tax considerations is for general information only and is not
tax advice. Accordingly, holders and prospective holders are
urged to consult with their own tax advisors regarding the
U.S. federal income tax consequences of the purchase,
ownership and disposition of the common shares in light of their
own particular circumstances, as well as the effect of any
state, local, or non-United States laws or any applicable tax
treaty.
Canadian Federal Income Tax Considerations
The following is a general summary of certain Canadian federal
income tax consequences of the acquisition, ownership and
disposition of the offered shares generally applicable to
holders of our common shares who (i) acquire their common
shares pursuant to this prospectus, (ii) are residents of
the United States for the purposes of the Canada-United
States Income Tax Convention (1980), as amended (or the
Convention), (iii) are not resident in Canada for the
purposes of the Canadian Tax Act (as defined below),
(iv) hold their common shares as capital property,
(v) deal at arms length with us and (vi) do not
use or hold, and are not deemed to use or hold, their common
shares in a business carried on in Canada. In this summary, we
refer to these holders as U.S. Residents. Whether our
common shares constitute capital property to a particular
U.S. Resident for Canadian federal income tax purposes will
depend on all circumstances relating to the acquisition and
holding of those shares. These circumstances include the
intention of the holder and the holders other activities.
Generally, common shares will be considered to be capital
property to a U.S. Resident as long as the
U.S. Resident acquired the shares as a long-term
investment, is not a trader or dealer in securities, did not
acquire, hold or dispose of such shares in a transaction
considered to be an adventure or concern in the nature of trade
(i.e. speculation) and does not hold such shares as inventory in
the course of carrying on a business.
This summary is based upon the current provisions of the
Income Tax Act (Canada) and the regulations enacted
thereunder (collectively referred to as the Canadian Tax Act)
and the Convention as in effect on the date hereof as well as
our understanding of the current published administrative and
assessing policies of Canada Revenue Agency (or CRA). This
summary is not exhaustive of all possible Canadian federal
income tax consequences and does not take into account
provincial, territorial or foreign income tax considerations,
nor does it take into account or anticipate any changes in law,
whether by judicial, governmental or legislative decision or
action except the specific proposals to amend the Canadian Tax
Act (or the Proposed Amendments) publicly announced by or on
behalf of the Minister of Finance of Canada before the date of
this prospectus. No assurance can be given that the Proposed
Amendments will be enacted into law or that legislation will
implement the Proposed Amendments in the manner now proposed.
This summary is of a general nature only and is not intended
to be, nor should it be construed to be, legal or tax advice to
any particular U.S. Resident, and no representations are
made with respect to the
14
Canadian federal income tax consequences to any particular
U.S. Resident. Accordingly, U.S. Residents should
consult their own tax advisors for advice with respect to their
particular circumstances. The discussion below is qualified
accordingly.
A U.S. Resident will generally not be subject to tax under
the Canadian Tax Act in respect of any capital gain realized by
such U.S. Resident on a disposition or deemed disposition
of our common shares unless such common shares are taxable
Canadian property to the U.S. Resident for purposes
of the Canadian Tax Act. Provided that our common shares
continue to be listed on the NYSE, the common shares will not
generally constitute taxable Canadian property to a
U.S. Resident unless at any time during the 60-month period
immediately preceding the disposition of the common shares by
such U.S. Resident, 25% or more of the issued shares of any
class or series of our capital stock or capital stock of a
predecessor corporation were owned by such U.S. Resident,
persons with whom such U.S. Resident did not deal at
arms length, or such U.S. Resident together with
those persons.
Dividends which are paid or credited, or are deemed to be paid
or credited, to a U.S. Resident on the common shares will
generally be subject to Canadian withholding tax on the gross
amount of such dividends. Currently, under the Convention, the
rate of Canadian withholding tax applicable to dividends paid or
credited by us to a U.S. Resident is (i) 5% of the
gross amount of the dividends if the beneficial owner of the
dividends is a company that is a resident of the United States
which owns at least 10% of our voting stock, or (ii) 15% of
the gross amount of the dividends if the beneficial owner of
such dividends is any other resident of the United States.
15
PLAN OF DISTRIBUTION
Subject to the terms and conditions of an underwriting
agreement, or the Underwriting Agreement, dated November 8,
2005, among us, the selling shareholder and the underwriters,
the selling shareholder has agreed to sell and the
underwriters have severally agreed to purchase all of the common
shares offered hereby in the numbers set out below at a price of
$39.80 per common share, for aggregate consideration of
$86,521,737, payable in cash against delivery of share
certificates representing the common shares.
|
|
|
|
|
|
Underwriter |
|
|
Number of Shares |
|
|
|
|
Raymond James Ltd.
|
|
|
978,261 |
|
BMO Nesbitt Burns Inc.
|
|
|
543,478 |
|
Scotia Capital Inc.
|
|
|
326,087 |
|
CIBC World Markets Inc.
|
|
|
217,391 |
|
Sprott Securities Inc.
|
|
|
54,348 |
|
Blackmont Capital Inc.
|
|
|
54,348 |
|
|
|
|
|
|
Total
|
|
|
2,173,913 |
|
|
|
|
|
|
The Underwriting Agreement provides for payment by the selling
shareholder to the underwriters of a commission of
$1.5920 per common share, for an aggregate fee of
$3,460,869 or 4% of the gross proceeds of this offering, in
consideration of various services performed in connection with
this offering. The following table summarizes the compensation
and estimated expenses of the offering payable by the selling
shareholder:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share | |
|
Total | |
|
|
| |
|
| |
|
|
Without | |
|
With | |
|
Without | |
|
With | |
|
|
Underwriters | |
|
Underwriters | |
|
Underwriters | |
|
Underwriters | |
|
|
Option | |
|
Option | |
|
Option | |
|
Option | |
|
|
| |
|
| |
|
| |
|
| |
Underwriting commission
|
|
$ |
1.5920 |
|
|
$ |
1.5920 |
|
|
$ |
3,460,869 |
|
|
$ |
3,980,000 |
|
Expenses payable
|
|
$ |
0.2070 |
|
|
$ |
0.1800 |
|
|
$ |
450,000 |
|
|
$ |
450,000 |
|
The obligations of the underwriters under the Underwriting
Agreement are several and may be terminated at their discretion
upon the occurrence of certain stated events. The underwriters
are, however, severally obligated to take up and pay for all of
the common shares in this offering if any of the common shares
are purchased under the Underwriting Agreement. The Underwriting
Agreement also provides that if an underwriter defaults, the
purchase commitments of non-defaulting underwriters may be
increased or this offering may be terminated. The closing of the
offering is conditional upon the receipt of an opinion from the
National Association of Securities Dealers, Inc. that it has no
objection to the proposed underwriting terms among us, the
selling shareholder and the underwriters, set forth in the
Underwriting Agreement.
This offering is being made concurrently in the United States
and in all of the Provinces of Canada pursuant to the
multi-jurisdictional disclosure system implemented by the
securities regulatory authorities in the United States and
Canada. The common shares will be offered in the United States
and Canada through the underwriters either directly or through
their respective U.S. or Canadian registered broker-dealer
affiliates. Subject to applicable law, the underwriters may also
offer the common shares outside of the United States and Canada.
The selling shareholder has granted to the underwriters an
option to purchase on a pro rata basis up to 326,087 additional
common shares at the public offering price less the underwriting
commission. The option may be exercised, in whole or in part, at
any time up to 48 hours prior to the closing of this
offering.
The offering price of the common shares has been determined by
negotiation between the selling shareholder and the
underwriters. The public offering price for the common shares
offered is payable in U.S. dollars. The underwriters have
arranged for the conversion of Canadian dollars into
U.S. dollars to
16
enable Canadian purchasers to pay for the common shares. Such
conversion will be made by the underwriters on such terms and
with such conditions, limitations and charges as the
underwriters establish in accordance with their foreign exchange
practices. The underwriters propose to offer the common shares
initially at the offering price on the cover page of this
prospectus. After the underwriters have made a reasonable effort
to sell all of the common shares at the price specified on the
cover page, the offering price may be decreased and may be
further changed from time to time, and the compensation realized
by the underwriters will, accordingly, also be reduced.
We expect this offering to close on or about November 23,
2005, but in any event not later than December 15, 2005,
and certificates for the offered shares are expected to be
available for delivery at the time of closing.
We have agreed that we will not, and the selling shareholder and
David Ritchie have agreed that they will not, offer, sell,
contract to sell, pledge or otherwise dispose of, directly or
indirectly, or file with the U.S. Securities and Exchange
Commission, or SEC, a registration statement under the
U.S. Securities Act of 1933 or a prospectus under
applicable Canadian securities legislation relating to, any of
our common shares or securities convertible into or exchangeable
for any of our common shares without the prior written consent
of Raymond James Ltd. for a period of 90 days after
the date of the Underwriting Agreement, except for grants of
employee stock options by us or issuances of our common shares
pursuant to the exercise of employee stock options previously
granted by us and outstanding on the date hereof.
Our executive officers and directors (other than
Mr. Ritchie) have agreed that they will not offer, sell,
contract to sell, pledge or otherwise dispose of, directly or
indirectly, any of our common shares or securities convertible
into or exchangeable for any of our common shares, enter into a
transaction that would have the same effect, or enter into any
swap, hedge or other arrangement that transfers, in whole or in
part, any of the economic consequences of ownership of our
common shares, whether any of these transactions are to be
settled by delivery of our common shares or other securities, in
cash or otherwise, or publicly disclose the intention to make
any offer, sale, pledge or disposition, or to enter into any
transaction, swap, hedge or other arrangement, without, in each
case, the prior written consent of Raymond James Ltd. for a
period of 30 days after the date of the Underwriting
Agreement, except for the sale of shares issued pursuant to the
exercise of employee stock options previously granted by us and
outstanding on the date hereof and for the sale of shares
acquired under our employee share purchase plan.
The rules of the SEC may limit the ability of the underwriters
to bid for or purchase our common shares before the distribution
of the common shares in the offering is completed. However, the
underwriters may engage in the following activities in
accordance with the rules:
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|
|
|
|
Stabilizing transactions permit bids to purchase the common
shares so long as the stabilizing bids do not exceed a specified
maximum. |
|
|
|
Over-allotment transactions involve sales by the underwriters of
shares in excess of the number of shares the underwriters are
obligated to purchase, which creates a syndicate short position.
The underwriters may close out any short position by purchasing
shares in the open market. |
|
|
|
Penalty bids permit the representatives to reclaim a selling
concession from a syndicate member when the common shares
originally sold by the syndicate member are purchased in a
stabilizing or syndicate covering transaction to cover syndicate
short positions. |
These stabilizing transactions, syndicate covering transactions
and penalty bids may have the effect of raising or maintaining
the market price of our common shares or preventing or
mitigating a decline in the market price of the common shares.
As a result, the price of our common shares may be higher than
the price that might otherwise exist in the open market. These
transactions may be effected on the NYSE, the TSX or otherwise
and, if commenced, may be discontinued at any time.
In accordance with policy statements of the securities
regulatory authorities in Ontario and Québec, the
underwriters may not, throughout the period of distribution, bid
for or purchase common shares.
17
Exceptions, however, exist where the bid or purchase is not made
to create the appearance of or actual active trading in, or
rising prices of, the common shares. These exceptions include:
|
|
|
|
|
a bid or purchase permitted under the by-laws and rules of
applicable rules of Market Regulation Services Inc.
relating to market stabilization and passive market making
activities; and |
|
|
|
a bid or purchase made for and on behalf of a customer where the
order was not solicited during the period of distribution. |
We have been advised that in connection with this offering and
pursuant to the first exception mentioned above, the
underwriters may over-allot or effect transactions which
stabilize or maintain the market price of the common shares at
levels other than those which might otherwise prevail on the
open market. These transactions, if commenced, may be
discontinued at any time.
We have agreed to indemnify the underwriters and the selling
shareholder, and the selling shareholder has agreed to indemnify
the underwriters and us, against liabilities under the
U.S. Securities Act of 1933 and applicable Canadian
securities legislation, or to contribute to payments that the
underwriters and the selling shareholder, or the underwriters
and us, may be required to make in that respect.
The selling shareholder expects to deliver the common shares on
or about November 23, 2005, which will be the fifth
business day after the date of this short form prospectus
(T + 5), as agreed upon by the selling shareholder
and the underwriters. Under Rule 15c6-2 under the
U.S. Securities Exchange Act of 1934, or the Exchange Act,
trades in the secondary market generally are required to settle
in three business days, unless the parties expressly agree
otherwise. Accordingly, U.S. purchasers who wish to trade
the common shares prior to the delivery date may be required,
because the common shares will initially settle on T + 5, to
specify an alternate settlement cycle at the time of their trade
to prevent a failed settlement. U.S. purchasers who wish to
trade common shares prior to the delivery date should contact
their own advisors.
Some of the underwriters or their affiliates have engaged in,
and may in the future engage in, commercial dealings in the
ordinary course of business with us. They have received or will
receive customary fees and commission for these transactions.
CHANGES IN LONG-TERM DEBT
We have made the following changes to our long-term debt in the
period subsequent to our comparative financial statements for
the year ended December 31, 2004:
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|
|
|
|
In July 2005, we entered into a five-year term loan in the
amount of approximately $12.2 million (CA$15 million)
with a fixed interest rate of 4.429%. The term loan is repayable
in monthly payments of interest only, with the full amount of
the principal due in July 2010. The new term loan replaces
revolving loans recorded in current liabilities in our balance
sheet as at December 31, 2004. |
|
|
|
In October 2005, we executed a commitment letter with a bank to
replace approximately $30 million in term and revolving
loans outstanding at December 31, 2004 with a five-year
fixed-rate term loan. This term loan will be repayable in
quarterly payments of interest only, with the full amount of the
principal due at the end of the five-year term. As part of the
arrangement under this commitment letter, we also expect to put
in place new arrangements that will increase the credit
facilities available to us by $10 million. |
LEGAL MATTERS
Certain matters of Canadian law will be passed upon by McCarthy
Tétrault LLP for us and the selling shareholder and by
Borden Ladner Gervais LLP for the underwriters. Certain United
States legal matters will be passed upon by Perkins Coie LLP for
us and the selling shareholder, and by Skadden, Arps, Slate,
Meagher & Flom LLP for the underwriters. At the date of
this prospectus, the partners and
18
associates of McCarthy Tétrault LLP and Borden Ladner
Gervais LLP collectively owned beneficially, directly or
indirectly, less than 1% of our outstanding common shares.
EXPERTS
Our consolidated financial statements as at December 31,
2004 and 2003, and for each of the years in the three-year
period ended December 31, 2004, which are incorporated by
reference into this prospectus, have been audited by KPMG LLP,
independent accountants, and have been so incorporated in
reliance upon the report of said firm, which is also
incorporated by reference into this prospectus, and upon their
authority as experts in accounting and auditing. As of the date
of this prospectus, KPMG LLP and its partners did not hold any
registered or beneficial ownership interests, directly or
indirectly, in our securities.
AUDITORS, TRANSFER AGENT AND REGISTRAR
Our auditors are KPMG LLP, Chartered Accountants, Vancouver,
British Columbia.
The transfer agent and registrar for our common shares in Canada
is Computershare Trust Company of Canada at its principal
offices in Calgary, Alberta and Toronto, Ontario, and in the
United States is Computershare Trust Company of New York at its
office in New York, New York.
DOCUMENTS INCORPORATED BY REFERENCE
Information that is incorporated by reference is an important
part of this prospectus. We incorporate by reference into this
prospectus the documents listed below, which were filed with the
securities commission or similar authority in each of the
provinces of Canada where this short form prospectus is being
filed:
|
|
|
|
|
Our Annual Information Form dated February 21, 2005; |
|
|
|
Our audited consolidated financial statements as at
December 31, 2004 and 2003 and for each of the years in the
three-year period ended December 31, 2004, together with
the notes thereto; |
|
|
|
Our managements discussion and analysis of financial
condition and results of operations dated February 21, 2005
in respect of our audited financial statements for the years
ended December 31, 2004 and 2003; |
|
|
|
Our unaudited consolidated financial statements as at
September 30, 2005 and for the three and nine months ended
September 30, 2005 and 2004, together with the notes
thereto; |
|
|
|
Our managements discussion and analysis of financial
condition and results of operations dated October 27, 2005
in respect of our unaudited financial statements for the three
and nine months ended September 30, 2005 and 2004; and |
|
|
|
Our Information Circular dated March 15, 2005 relating to
our Annual Meeting of Shareholders held on April 15, 2005,
except the information included in that document relating to the
composition of the compensation committee and its report on
executive compensation and corporate governance and any
performance graph therein. |
Any documents of the type referred to above and any material
change report, excluding confidential reports, filed by us with
a securities commission or similar regulatory authority in
Canada after the date of this prospectus and prior to the
termination of any offering hereunder shall be deemed to be
incorporated by reference into this prospectus.
Any statement contained in this prospectus or in a document
incorporated or deemed to be incorporated by reference in this
prospectus will be deemed to be modified or superseded, for
purposes of this prospectus, to the extent that a statement
contained in this prospectus or in any other subsequently
19
filed document that also is or is deemed to be incorporated by
reference in this prospectus modifies or supersedes that
statement. The modifying or superseding statement need not state
that it has modified or superseded a prior statement or include
any other information set forth in the document that it modifies
or supersedes. The making of a modifying or superseding
statement is not to be deemed an admission for any purposes that
the modified or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an
omission to state a material fact that is required to be stated
or that is necessary to make a statement not misleading in light
of circumstances in which it was made. Any statement so modified
or superseded will not be deemed in its unmodified or superseded
form to constitute a part of this prospectus.
In addition, to the extent indicated in any Report on
Form 6-K furnished to the SEC, any information included
therein shall be deemed to be incorporated by reference in this
prospectus. Further, we are incorporating by reference into this
prospectus the following information, which is included in our
Form 6-K, dated November 8, 2005, furnished to the SEC:
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|
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|
|
Our Item 18 Reconciliation with United States
Generally Accepted Accounting Principles as at December 31,
2004 and 2003 and for each of the years in the three-year period
ended December 31, 2004, together with the report of
independent registered public accounting firm; and |
|
|
|
Our unaudited Item 18 Reconciliation with
United States Generally Accepted Accounting Principles as at
September 30, 2005 and for the nine months ended
September 30, 2005 and 2004. |
Information has been incorporated by reference in this short
form prospectus from documents filed with securities commissions
or similar authorities in Canada. Copies of the documents
incorporated herein by reference may be obtained on request
without charge from the Corporate Secretary of Ritchie Bros.
Auctioneers Incorporated. at 6500 River Road, Richmond, BC,
Canada V6X 4G5, telephone (604) 273-7564. For the purpose
of the Province of Québec, this simplified prospectus
contains information to be completed by consulting the permanent
information record. A copy of the permanent information record
can be obtained from the Corporate Secretary of Ritchie Bros.
Auctioneers Incorporated at the above mentioned address and
telephone number or by accessing the website of the System for
Electronic Document Analysis and Retrieval of the Canadian
Securities Administrators, which is commonly known by the
acronym SEDAR, located at www.sedar.com.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Under the U.S. Securities Act of 1933 and with respect to
the common shares being sold in this offering, we have filed
with the SEC, a registration statement on Form F-10, which
together with all its amendments and supplements, we refer to as
the Registration Statement. This prospectus, which forms a part
of the Registration Statement, does not contain all the
information included in the Registration Statement, some parts
of which have been omitted in accordance with the rules and
regulations of the SEC. For further information about us and
this offering, you should review the Registration Statement and
its schedules and exhibits. Statements contained in this
prospectus about the contents of specified documents are not
necessarily complete and, in each instance, we refer you to the
copy of the document filed as an exhibit to the Registration
Statement for a more complete description of the matter
involved. The Registration Statement, including the schedules
and exhibits, may be inspected, without charge, at the public
reference facilities maintained by the SEC at 100 F Street,
N.E., Washington, D.C. 20549. Copies of all or any part of
the Registration Statement may be obtained from this office
after payment at prescribed rates. You may obtain information
about the operation of the public reference facilities by
calling the SEC at 1-800-SEC-0330. You will also be able to
obtain a free copy of the Registration Statement, including the
schedules and exhibits, from the SECs website at
www.sec.gov.
We are subject to the informational requirements of the Exchange
Act and file periodic reports and other information under the
Exchange Act with the SEC. Under a multi-jurisdictional
disclosure system adopted by the United States, these reports
and other information may be prepared in accordance with the
disclosure requirements of Canada, which are different from
United States requirements. As a foreign
20
private issuer, we are exempt from the rules under the Exchange
Act prescribing the furnishing and content of proxy statements,
and our officers, directors and principal shareholders are
exempt from the reporting and short-swing profit recovery
provisions contained in Section 16 of the Exchange Act. In
addition, we are not required to publish financial statements
under the Exchange Act as frequently or as promptly as
U.S. companies. Our Exchange Act reports and other
information filed with the SEC may be inspected and copied at
the public reference facilities maintained by the SEC at its
location referred to above or obtained electronically at the
SECs website.
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
The following documents have been filed with the SEC as part of
the Registration Statement of which this prospectus forms a
part: the documents referred to under the heading
Documents Incorporated by Reference; consent of KPMG
LLP; powers of attorney from certain of our directors and
officers; and the Underwriting Agreement.
21
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR
PURCHASERS
Indemnification
Section 124 of the Canada Business Corporations Act,
as amended, provides as follows:
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1. Indemnification. A corporation may indemnify a
director or officer of the corporation, a former director or
officer of the corporation or another individual who acts or
acted at the corporations request as a director or
officer, or an individual acting in a similar capacity, of
another entity, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by the individual in respect of
any civil, criminal, administrative, investigative or other
proceeding in which the individual is involved because of that
association with the corporation or other entity. |
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2. Advance of costs. A corporation may advance
moneys to a director, officer or other individual for the costs,
charges and expenses of a proceeding referred to in
subsection (1). The individual shall repay the moneys if
the individual does not fulfill the conditions of
subsection (3). |
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3. Limitation. A corporation may not indemnify an
individual under subsection (1) unless the individual |
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(a) acted honestly and in good faith with a view to the
best interests of the corporation, or, as the case may be, to
the best interests of the other entity for which the individual
acted as director or officer or in a similar capacity at the
corporations request; and |
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(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, the
individual had reasonable grounds for believing that the
individuals conduct was lawful. |
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4. Indemnification in derivative actions. A
corporation may with the approval of a court, indemnify an
individual referred to in subsection (1), or advance moneys
under subsection (2), in respect of an action by or on
behalf of the corporation or other entity to procure a judgment
in its favour, to which the individual is made a party because
of the individuals association with the corporation or
other entity as described in subsection (1) against
all costs, charges and expenses reasonably incurred by the
individual in connection with such action, if the individual
fulfils the conditions set out in subsection (3). |
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5. Right to Indemnity. Despite subsection (1),
an individual referred to in that subsection is entitled to
indemnity from the corporation in respect of all costs, charges
and expenses reasonably incurred by the individual in connection
with the defence of any civil, criminal, administrative,
investigative or other proceeding to which the individual is
subject because of the individuals association with the
corporation or other entity as described in subsection (1),
if the individual seeking indemnity |
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(a) was not judged by the court or other competent
authority to have committed any fault or omitted to do anything
that the individual ought to have done; and |
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(b) fulfils the conditions set out in subsection (3). |
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6. Insurance. A corporation may purchase and
maintain insurance for the benefit of an individual referred to
in subsection (1) against any liability incurred by
the individual |
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(a) in the individuals capacity as a director or
officer of the corporation; or |
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(b) in the individuals capacity as a director or
officer, or similar capacity, of another entity, if the
individual acts or acted in that capacity at the
corporations request. |
II-1
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7. Application to court. A corporation, an
individual or an entity referred to in
subsection (1) may apply to a court for an order
approving an indemnity under this section and the court may so
order and make any further order that it sees fit. |
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8. Notice to Director. An applicant under
subsection (7) shall give the Director notice of the
application and the Director is entitled to appear and be heard
in person or by counsel. |
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9. Other notice. On an application under
subsection (7) the court may order notice to be given
to any interested person and the person is entitled to appear
and be heard in person or by counsel. |
Sections 5 and 6 of By-Law No. 1 of the Registrant
provide as follows:
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5. Indemnification of Directors and Officers. The
Registrant shall indemnify a director or officer of the
Registrant, a former director or officer of the Registrant or a
person who acts or acted at the Registrants request as a
director or officer of a body corporate of which the Registrant
is or was a shareholder or creditor, and his heirs and legal
representatives to the extent permitted by the Canada
Business Corporations Act. |
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|
6. Indemnity of Others. Except as otherwise required
by the Canada Business Corporations Act and subject to
paragraph 5, the Registrant may from time to time indemnify
and save harmless any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the Registrant) by reason of the fact that he is or
was an employee or agent of the Registrant, or is or was serving
at the request of the Registrant as a director, officer,
employee, agent of or participant in another body corporate,
partnership, joint venture, trust or other enterprise, against
expenses (including legal fees), judgments, fines and any amount
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted honestly and in good
faith with a view to the best interests of the Registrant and,
with respect to any criminal or administrative action or
proceeding that is enforced by a monetary penalty, had
reasonable grounds for believing that his conduct was lawful.
The termination of any action, suit or proceeding by judgment,
order, settlement or conviction shall not, of itself, create a
presumption that the person did not act honestly and in good
faith with a view to the best interests of the Registrant and,
with respect to any criminal or administrative action or
proceeding that is enforced by a monetary penalty, had no
reasonable grounds for believing that his conduct was lawful. |
The Registrant carries liability insurance which provides for
coverage for officers and directors of the Registrant and its
subsidiaries, subject to a deductible for executive
indemnification.
In addition, the Registrant has entered into separate
Indemnification Agreements with each of its executive officers
and directors, which Agreements provide for indemnification of
the director or officer against certain expenses, judgments,
fines and amounts incurred by each such officer or director in
connection with certain threatened, pending or completed
actions, suits or proceedings.
The Underwriting Agreement pursuant to which the Common Shares
registered hereby will be sold contains provisions by which the
Underwriters agree to indemnify the Registrant, each of the
directors and officers of the Registrant and each person who
controls the Registrant within the meaning of the Securities Act
of 1933, as amended (the Securities Act), with
respect to information furnished by the Underwriters for use in
this Registration Statement.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion
of the U.S. Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
II-2
Exhibits
The following exhibits have been filed as part of this
Registration Statement:
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
|
3 |
.1 |
|
Underwriting Agreement. |
|
|
4 |
.1 |
|
Annual Information Form of the Registrant dated
February 21, 2005 (incorporated by reference to the
Registrants Annual Report on Form 40-F for the fiscal
year ended December 31, 2004 (File No. 1-13425)). |
|
|
4 |
.2 |
|
Audited consolidated financial statements of the Registrant as
at December 31, 2004 and 2003, and for each of the years in
the three-year period ended December 31, 2004, together
with notes thereto and including managements discussion
and analysis of the financial condition and results of
operations (incorporated by reference to the Annual Report on
Form 40-F for the fiscal year ended December 31, 2004
(File No. 1-13425)). |
|
|
4 |
.3 |
|
Unaudited consolidated financial statements of the Registrant as
at September 30, 2005, and for the three and nine months
ended September 30, 2005 and 2004, together with notes
thereto and including managements discussion and analysis
of the financial condition and results of operations
(incorporated by reference to the Report on Form 6-K
furnished to the Commission on November 1, 2005 (File
No. 1-13425)). |
|
|
4 |
.4 |
|
Information Circular of the Registrant, dated March 15,
2005, relating to the Registrants Annual Meeting of
Shareholders held on April 15, 2005, except the information
included in that document relating to the composition of the
compensation committee and its report on executive compensation
and corporate governance and any performance graph therein
(incorporated by reference to the Report on Form 6-K
furnished to the Commission on March 15, 2005 (File
No. 1-13425)). |
|
|
4 |
.5 |
|
Item 18 Reconciliation with United States
Generally Accepted Accounting Principles of the Registrant as at
December 31, 2004 and 2003 and for each of the years in the
three-year period ended December 31, 2004, together with
the auditors report thereon, and as at September 30,
2005 and for the nine months ended September 30, 2005 and
2004 (incorporated by reference to the Registrants Report
on Form 6-K furnished to the Commission on November 8,
2005). |
|
|
5 |
.1 |
|
Consent of KPMG LLP, Independent Chartered Accountants. |
|
|
6 |
.1* |
|
Powers of Attorney. |
II-3
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
The Registrant undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the
Commission staff, and to furnish promptly, when requested to do
so by the Commission staff, information relating to the
securities registered pursuant to this Form F-10 or to
transactions in such securities.
|
|
Item 2. |
Consent to Service of Process |
(a) Prior to the filing of this Amendment No. 1 to the
Registration Statement, the Registrant filed with the Commission
a written irrevocable consent and power of attorney on
Form F-X.
(b) Any change to the name or address of the agent for
service of the Registrant shall be communicated promptly to the
Commission by amendment to Form F-X referencing the number
of the relevant registration statement.
III-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form F-10 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, Province of British
Columbia, Country of Canada, on November 16, 2005.
|
|
|
RITCHIE BROS. AUCTIONEERS INCORPORATED |
|
|
/s/ ROBERT S. ARMSTRONG |
|
|
|
Name: Robert S. Armstrong |
|
|
|
|
Title: |
Vice President Finance, Chief Financial Officer and Corporate
Secretary |
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
*
David
E. Ritchie |
|
Chairman |
|
November 16, 2005 |
|
*
Peter
J. Blake |
|
Director and Chief Executive Officer (principal executive
officer) |
|
November 16, 2005 |
|
/s/ ROBERT S. ARMSTRONG
Robert
S. Armstrong |
|
Vice President Finance,
Chief Financial Officer and
Corporate Secretary (principal financial and accounting officer) |
|
November 16, 2005 |
|
*
C.
Russell Cmolik |
|
Director |
|
November 16, 2005 |
|
*
Charles
E. Croft |
|
Vice Chairman and Director |
|
November 16, 2005 |
|
*
Eric
Patel |
|
Director |
|
November 16, 2005 |
|
*
G.
Edward Moul |
|
Director |
|
November 16, 2005 |
|
*
Beverley
A. Briscoe |
|
Director |
|
November 16, 2005 |
|
*By: |
|
/s/ ROBERT S. ARMSTRONG
Robert
S. Armstrong |
|
|
|
|
|
|
Attorney-in-Fact |
|
|
|
|
III-2
AUTHORIZED U.S. REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, the
undersigned has signed this Registration Statement solely in the
capacity of the duly authorized representative of Ritchie Bros.
Auctioneers Incorporated in the United States, in the City of
Newnan, State of Georgia, on November 16, 2005.
|
|
|
RITCHIE BROS. AUCTIONEERS (AMERICA) INC. |
|
|
/s/ ROBERT K. WHITSIT |
|
|
|
Name: Robert K. Whitsit |
III-3
INDEX TO EXHIBITS
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
|
3 |
.1 |
|
Underwriting Agreement. |
|
|
4 |
.1 |
|
Annual Information Form of the Registrant dated
February 21, 2005 (incorporated by reference to the
Registrants Annual Report on Form 40-F for the fiscal
year ended December 31, 2004 (File No. 1-13425)). |
|
|
4 |
.2 |
|
Audited consolidated financial statements of the Registrant as
at December 31, 2004 and 2003, and for each of the years in
the three-year period ended December 31, 2004, together
with notes thereto and including managements discussion
and analysis of the financial condition and results of
operations (incorporated by reference to the Annual Report on
Form 40-F for the fiscal year ended December 31, 2004
(File No. 1-13425)). |
|
|
4 |
.3 |
|
Unaudited consolidated financial statements of the Registrant as
at September 30, 2005, and for the three and nine months
ended September 30, 2005 and 2004, together with notes
thereto and including managements discussion and analysis
of the financial condition and results of operations
(incorporated by reference to the Report on Form 6-K
furnished to the Commission on November 1, 2005 (File
No. 1-13425)). |
|
|
4 |
.4 |
|
Information Circular of the Registrant, dated March 15,
2005, relating to the Registrants Annual Meeting of
Shareholders held on April 15, 2005, except the information
included in that document relating to the composition of the
compensation committee and its report on executive compensation
and corporate governance and any performance graph therein
(incorporated by reference to the Report on Form 6-K
furnished to the Commission on March 15, 2005 (File
No. 1-13425)). |
|
|
4 |
.5 |
|
Item 18 Reconciliation with United States
Generally Accepted Accounting Principles of the Registrant as at
December 31, 2004 and 2003 and for each of the years in the
three-year period ended December 31, 2004, together with
the auditors report thereon, and as at September 30,
2005 and for the nine months ended September 30, 2005 and
2004 (incorporated by reference to the Registrants Report
on Form 6-K furnished to the Commission on November 8,
2005). |
|
|
5 |
.1 |
|
Consent of KPMG LLP, Independent Chartered Accountants. |
|
|
6 |
.1* |
|
Powers of Attorney. |