Exchange Bulletin

Spin Master Corp. (TOY) To Trade On Toronto Stock Exchange


July 29, 2015

Spin Master Corp. (the “Company”) - An application has been granted for the original listing in the Industrial category of 108,199,339 subordinate voting shares (the “Subordinate Voting Shares”) of which 17,015,178 Subordinate Voting Shares will be issued and outstanding and 91,184,161 Subordinate Voting Shares will be reserved for issuance upon completion of a public offering (the “Offering”).

Listing of the Subordinate Voting Shares will become effective at 5:01 p.m. on Wednesday, July 29, 2015 in anticipation of the Offering closing on Thursday, July 30, 2015. The Subordinate Voting Shares will be posted for trading at the opening on July 30, 2015 upon confirmation of the Closing of the Offering.

The Subordinate Voting Shares to be sold in the Offering, except for Subordinate Voting Shares sold to certain U.S. purchasers, will be deposited with CDS Clearing and Depository Services Inc. (‘‘CDS’’) in electronic form on the date of closing of the Offering through the non-certificated inventory system administered by CDS. Purchasers of Subordinate Voting Shares, except for certain purchasers in the United States, will receive only a customer confirmation from the registered dealer from or through which the Subordinate Voting Shares were purchased.

Additional information on the Subordinate Voting Shares may be found in the base PREP prospectus and supplemented PREP prospectus dated July 22, 2015 (the “Prospectus”), which is available at www.SEDAR.com. Capitalized terms not otherwise defined are as defined in the Prospectus.

 

Stock Symbol: "TOY" CUSIP: 848510 10 3 Trading Currency: CDN$

 

Temporary Market Maker: RBC Capital Markets.
Head Office Address: 450 Front Street West
Toronto, Ontario
M5V 1B6
Website Address: www.spinmaster.com
Head Office Telephone Number: (416) 364-6002
Head Office Fax Number: (416) 542-1677
Chief Financial Officer: Mark Segal
Corporate Secretary: Christopher Harrs
Investor Relations: Mark Segal
Chief Financial Officer
(416) 364-6002
marks@spinmaster.com
Incorporation: The Company will result from the amalgamation of Spin Master Corp. (formerly SML Investments Inc.), SML 2008 Investments Inc. and Varadi Bee Corp. pursuant to the filing of articles of amalgamation under the Business Corporations Act (Ontario) (the ‘‘OBCA’’) immediately prior to the closing of the Offering. Spin Master Corp. was incorporated on June 9, 2004 under the OBCA, SML 2008 Investments Inc. was incorporated on April 21, 2008 under the OBCA, and Varadi Bee Corp. was incorporated on April 22, 2008 under the OBCA.
Fiscal Year End: December 31
Nature of Business: The Company is a leading global children’s entertainment company that creates, designs, manufactures and markets a diversified portfolio of innovative toys, games, products and entertainment properties. The Company is driven by a desire to challenge and expand traditional play patterns through the creation of innovative products and entertainment content.
Transfer Agent & Registrar: Computershare Investor Services Inc., at its principal office in Toronto.
Dividends: The Company currently intends to retain any future earnings to fund the development and growth of its business and does not currently anticipate paying dividends on the Subordinate Voting Shares. Any determination to pay dividends in the future will be at the discretion of the Company’s Board.
Public Offering: Pursuant to the terms of the Prospectus, RBC Dominion Securities Inc., TD Securities Inc., CIBC World Markets Inc., National Bank Financial Inc., BMO Nesbitt Burns Inc., HSBC Securities (Canada) Inc., Barclays Capital Canada Inc., GMP Securities L.P., Cormark Securities Inc., and Dundee Securities Ltd., as underwriters, are offering to the public 12,225,000 Subordinate Voting Shares at a price of $18.00 per Subordinate Voting Share.