Offering Size and Price Determination Clause Samples
The "Offering Size and Price Determination" clause defines how the total amount of securities to be offered and their sale price are established in a transaction. Typically, this clause outlines the process by which the parties, often the issuer and underwriters, agree on the final number of shares or units to be sold and the price at which they will be offered to investors, sometimes referencing market conditions or book-building results. Its core function is to ensure that all parties have a clear, agreed-upon understanding of the key financial terms of the offering, thereby reducing uncertainty and potential disputes regarding the size and pricing of the securities being issued.
Offering Size and Price Determination. (a) The gross proceeds from the Rights Offering will, subject as provided in Section 2.5(c) of this Schedule 2 below, be equal (as nearly as reasonably practicable) to US$60 million. The exercise price per Rights Offering Share (the "Exercise Price") will be payable in US dollars (and the US dollar price will be fixed on the date of the filing of the Final Prospectus). The Exercise Price will be determined by the Board of PolyMet at the date of filing of the Final Prospectus in consultation with Glencore, provided that it shall be no greater than the U.S. dollar equivalent of the Market Price of the Shares determined as of the date of filing the Final Prospectus less a 20% discount, subject to TSX rules. For the purposes of this Section 2.5(a), "Market Price" means the VWAP on TSX for the five trading days ending on the trading date immediately preceding the date of filing of the Final Prospectus, and "VWAP" means the volume weighted average trading price of the Shares on the TSX, calculated by dividing the total value by the total volume of securities traded for the relevant period and by converting the total value of the trading prices of such securities on the TSX into U.S. dollars at the Judgement Conversion Rate.
Offering Size and Price Determination. (a) The gross proceeds from the Rights Offering will, subject as provided in Section 2.4(d) of this Schedule 2 below, be equal (as nearly as reasonably practicable) to the Gross Proceeds. The subscription price per Rights Offering Share (the “Subscription Price”) will be payable in US dollars (and the US dollar price will be fixed on the date of the filing of the Final Prospectus). The Subscription Price will be determined by the Parties at the date of filing of the Final Prospectus and shall be discounted by no more than 20% from the then 5 day VWAP for the Shares on the TSX. For the purposes of this Section 2.4(a), “5 day VWAP” means the VWAP on TSX for the five trading days ending on the trading date immediately preceding the date of filing of the Final Prospectus, and “VWAP” means the volume weighted average trading price of the Shares on the TSX, calculated by dividing the total value by the total volume of securities traded for the relevant period and by converting the total value of the trading prices of such securities on the TSX into U.S. dollars at the Judgment Conversion Rate.
Offering Size and Price Determination. (a) The gross proceeds from the Rights Offering will, subject as provided in Section 2.4(d) of this Schedule 2 below, be equal (as nearly as reasonably practicable) to the Gross Proceeds. The subscription price per Rights Offering Share (the "Subscription Price") is US$2.11.
(b) The aggregate number of Rights Offering Shares is 92,606,635 Shares, which number will be subject to increase as described in Section 2.4(d) of this Schedule 2 below.
(c) For each Right held, the holder thereof will be entitled to subscribe for a fractional number of Shares (the “Basic Subscription Right”) determined by dividing the total number of Rights Offering Shares (calculated in accordance with Section 2.4(b) of this Schedule 2 above) by the total the number of Shares outstanding determined on the latest practicable date before the date of the filing of the Rights Offering Notice and the Rights Offering Circular.
(d) The ratio of new Rights Offering Shares offered pursuant to the Basic Subscription Right ("Basic Entitlement Shares") for each existing Share held will be fixed at the date of the filing of the Rights Offering Notice and the Rights Offering Circular as described above ("Rights Offering Ratio"). However, if any Shares are issued prior to the Record Date (where such Shares are not already included in the number of shares determined on the Record Date), the Rights Offering Ratio will remain fixed as determined in the Rights Offering Notice and the Rights Offering Circular and consequently, the number of Rights issued and the Rights Offering Shares will be increased. For the avoidance of doubt, this will not increase the Standby Commitment of Glencore.
(e) Where a holder's exercise of Rights would otherwise entitle such holder to fractional Shares, such holder's entitlement will be reduced to the next lowest whole number of Shares. PolyMet will not be required to issue fractional Shares or to pay cash in lieu thereof.