Teck is authorized to issue an unlimited number of Class A common shares and Class B subordinate voting shares and an unlimited number of preference shares, issuable in series.
Class A common shares are listed on the Toronto Stock Exchange under the symbol TECK.A and carry the right to 100 votes per share. Class B subordinate voting shares are listed on the Toronto Stock Exchange under the symbol TECK.B and on the New York Stock Exchange under the symbol TECK and carry the right to one vote per share. Each Class A common share is convertible, at the option of the holder, into one Class B subordinate voting share. In all other respects, including dividend rights and the distribution of property upon dissolution or winding-up of the Company, the Class A common shares and Class B subordinate voting shares rank equally.
The attributes of the Class B subordinate voting shares contain so called “coattail” provisions, which provide that, in the event that an offer (an Exclusionary Offer) to purchase Class A common shares, which is required to be made to all or substantially all holders thereof, is not made concurrently with an offer to purchase Class B subordinate voting shares on identical terms, then each Class B subordinate voting share will be convertible into one Class A common share at the option of the holder during a certain period, provided that any Class A common shares received upon such conversion are deposited to the Exclusionary Offer. Any Class B subordinate voting shares converted into Class A common shares pursuant to such conversion right will automatically convert back to Class B subordinate voting shares in the event that any such shares are withdrawn from the Exclusionary Offer or are not otherwise ultimately taken up and paid for under the Exclusionary Offer.
The Class B subordinate voting shares will not be convertible in the event that holders of a majority of the Class A common shares (excluding those shares held by the offeror making the Exclusionary Offer) certify to Teck that they will not, among other things, tender their Class A common shares to the Exclusionary Offer.
If an offer to purchase Class A common shares does not, under applicable securities legislation or the requirements of any stock exchange having jurisdiction, constitute a “takeover bid” or is otherwise exempt from any requirement that such offer be made to all or substantially all holders of Class A common shares, the coattail provisions will not apply.
The above is a summary only. Reference should be made to the articles of Teck, a copy of which may be obtained on SEDAR at www.sedarplus.ca. Information regarding shares outstanding can be found in our most recent quarterly report.
On May 12, 2023 at 12:01 a.m., under the terms of a shareholder approved plan of arrangement, each Class A common share issued and outstanding on the record date of May 11, 2023, was exchanged for 1 new Class A common share and 0.67 of a Class B subordinate voting share. The new Class A common shares will automatically convert into Class B subordinate voting shares on May 12, 2029, at which time the Class B subordinate voting shares will be renamed “Common shares”.