Exchange Bulletin

New FSV Corporation (NFS) To Trade On Toronto Stock Exchange


May 26, 2015

New FSV Corporation (to be renamed FirstService Corporation) (“New FirstService”) – An application has been granted for the original listing in the Industrial category of approximately 38,234,105 Subordinate Voting Shares of New FirstService, of which approximately 34,644,911 Subordinate Voting Shares will be issued and outstanding and approximately 3,589,194 Subordinate Voting Shares will be reserved for issuance.

As described in today’s Toronto Stock Exchange (“TSX”) Bulletin regarding FirstService Corporation (“FirstService”) (Symbol: FSV), holders of Subordinate Voting Shares of FirstService Corporation (“FirstService Subordinate Voting Shares”) of record as of the close of business on Friday, May 29, 2015 (the “Record Date”) will receive one Subordinate Voting Share of New FirstService for each FirstService Subordinate Voting Share held. It is understood that certificates representing Subordinate Voting Shares of New FirstService will be mailed on or about June 1, 2015 to holders of FirstService Subordinate Voting Shares on the Record Date.

The Subordinate Voting Shares of New FirstService will be listed and posted for trading on a “when issued” basis at the opening on Wednesday, May 27, 2015 under the trading information set out below.

 

Stock Symbol: "NFS" CUSIP: 33767E 10 3 Trading Currency: CDN$

 

Temporary Market Maker: Mackie Research Capital Corp.
Other Markets: The Subordinate Voting Shares of New FirstService will not be posted for trading on The NASDAQ Stock Market (“NASDAQ”) on a “when issued” basis. It is anticipated that the Subordinate Voting Shares of New FirstService will commence trading on a regular basis on NASDAQ under the stock symbol “FSV” at the opening on June 2, 2015.
Head Office Address: 1140 Bay Street, Suite 400
Toronto, Ontario
M5S 2B4
Head Office Telephone Number: (416) 960-9500
Fax Number: (416) 960-5333
Email Address: jrakusin@firstservice.com
Website Address: www.firstservice.com
Investor Relations Contact: Jeremy Rakusin
Tel: (416) 620-1774
Email: jrakusin@firstservice.com

-and-

D. Scott Patterson
Tel: (416) 960-9397
Email: spatterson@firstservice.com
Incorporation: New FSV Corporation (“New FSV”) was incorporated on October 6, 2014 under the Business Corporations Act (Ontario). Pursuant to the proposed spin-off transaction to be implemented by Plan of Arrangement (the “Arrangement”), FSV Holdco ULC (“FSV Holdco”) will wind-up into New FSV and New FSV will change its name to "FirstService Corporation". FSV Holdco will, prior to winding-up into New FSV pursuant to the Arrangement, acquire the assets related to the Residential Real Estate Services and Property Services divisions of FirstService Corporation.
Fiscal Year End: December 31
Nature of Business: Following completion of the Arrangement, New FSV will be named "FirstService Corporation" and will own and operate FirstService’s legacy FirstService Residential and FirstService Brands businesses.
Chief Financial Officer: Jeremy Rakusin
Corporate Secretary: Douglas G. Cooke
Transfer Agent & Registrar: TMX Equity Transfer Services
Dividends: The declaration of dividends will be at the sole discretion of the New FirstService Board. Following the Effective Date of the Arrangement, for the quarter ended June 30, 2015, it is anticipated that the New FirstService Board will adopt a dividend policy pursuant to which New FirstService will make quarterly cash dividends to holders of New FirstService Subordinate Voting Shares of record at the close of business on the last business day of each calendar quarter. The quarterly dividend is anticipated to be set at US$0.10 per New FirstService Subordinate Voting Share (a rate of US$0.40 per annum). Each quarterly dividend is expected to be paid within 30 days after the dividend record date.

Termination and Settlement of When Issued Trading and Name Change to FirstService Corporation

Subject to the Arrangement approved by the shareholders of FirstService on April 21, 2015 becoming effective as anticipated on June 1, 2015, all trades from and including the opening on May 27, 2015 to and including the close on June 1, 2015 will be for special settlement on June 5, 2015 and will appear on the Settlement Report from CDS Clearing and Depository Services Inc.

If the Arrangement becomes effective on June 1, 2015, as is currently anticipated, then: (i) at the close of business on June 1, 2015, trading of the Subordinate Voting Shares of New FirstService on a “when issued” basis will terminate; and (ii) the Subordinate Voting Shares of New FirstService will commence trading on a regular basis under the new name “FirstService Corporation”, new stock symbol “FSV” and the current CUSIP number 33767E 10 3 at the opening on June 2, 2015.

If the Arrangement does not become effective, all trades made in the Subordinate Voting Shares of New FirstService will be cancelled. No securities will be delivered or deliverable and no money will be owed by purchasers to sellers.

Parties who hold FirstService Subordinate Voting Shares (or who are entitled to receive FirstService Subordinate Voting Shares under a legally binding unconditional contract) may sell, in the market posted for the FirstService Subordinate Voting Shares, up to the number of FirstService Subordinate Voting Shares they would receive on the completion of the Arrangement without being subject to restrictions on short sales.

TSX will not be liable directly or indirectly for any loss attributable to the exercise of any of its above-described rights or to the cancellation, settlement or failed settlement of any trade or trades made in the New FirstService Subordinate Voting Shares.

For further details regarding the Arrangement, reference should be made to FirstService’s management information circular dated March 16, 2015.

Please see elsewhere in today’s TSX Bulletins regarding the distribution of the Subordinate Voting Shares of New FirstService and “due bill” trading of the FirstService Subordinate Voting Shares and the Ex-Distribution Colliers International Group Inc. Market.