This is from Sedar on Oct. 15
EARLY WARNING REPORT
This report is made pursuant to Part 5 of Multilateral Instrument 62-104 Take-Over Bids and
Issuer Bids ("MI 62-104") and Part 3 of National Instrument 62-103 The Early Warning System and
Related Take-Over Bids and Insider Reporting Issues, in connection with securities of
Le Château Inc. (the "Corporation").
(a) Name and address of Offeror
Jane Silverstone Segal (the "Offeror")
5 Murray Avenue
Westmount, QC H3Y 2X9
(b) Designation and number, or principal amount, of securities and the Offeror's security
holding percentage in the class of securities of which the Offeror acquired ownership
or control in the transaction or occurrence giving rise to the obligation to file the news
release, and whether it was ownership or control that was acquired in those
On October 12, 2012, the Offeror acquired beneficial ownership, and control and
direction over, 50,600 Class A subordinate voting shares of the Corporation ("Class A
With this acquisition and previous acquisitions of Class A Shares, the number of Class A
Shares beneficially owned and over which control and direction is exercised by the
Offeror increased by 2.0% since acquisitions of Class A Shares were last reported by the
Offeror on September 19, 2008.
Please refer to paragraph (c) below for additional information.
(c) Designation and number, or principal amount, of securities and the Offeror's
securityholding percentage in the class of securities immediately after the transaction
or occurrence giving rise to obligations to file a news release.
The Offeror currently beneficially owns and exercises control and direction over, in
aggregate, 5,489,300 Class A Shares representing approximately 24.2% of the issued and
outstanding Class A Shares, 160,000 Class B voting shares of the Corporation ("Class B
Shares"), representing approximately 3.51% of the issued and outstanding Class B
Shares, and options to purchase 430,000 Class A Shares.
(d) Designation and number, or principal amount of securities, and the percentage of
outstanding securities of the class of securities referred to in paragraph (c) over which:
(i) the Offeror, either alone or together with joint actors, has ownership and
Please refer to paragraph (c) above.
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(ii) the Offeror, either alone or together with joint actors, has ownership but
control is held by other persons or companies other than the Offeror or any
joint actor; and
(iii) the Offeror, either alone or together with joint actors, has exclusive or shared
control but does not have ownership.
(e) The name of the market in which the transaction or occurrence that gave rise to the
news release took place.
The 50,600 acquired Class A Shares were purchased through the facilities of the Toronto
(e.1) The value, in Canadian dollars, of any consideration offered per security if the
Offeror acquired ownership of a security in the transaction or occurrence giving rise
to the obligation to file a news release.
The 50,600 acquired Class A Shares were purchased by the Offeror at an average
purchase price of $3.98 per acquired Class A Share.
(f) The purpose of the Offeror and any joint actors in effecting the transaction or
occurrence that gave rise to the news release, including any future intention to acquire
ownership of, or control over, additional securities of the reporting issuer.
The 50,600 acquired Class A Shares were acquired for investment purposes. The Offeror
may, in the ordinary course, acquire additional securities of the Corporation or
otherwise trade in securities of the Corporation for investment purposes.
(g) The general nature and the material terms of any agreement, other than lending
arrangements, with respect to securities of the reporting issuer, entered into by the
Offeror, or any joint actor, and the issuer of the securities or any other entity in
connection with the transaction or occurrence giving rise to the news release,
including agreements with respect to the acquisition, holding, disposition or voting
of any securities.
The Offeror announced on September 10, 2009, that she had entered into a shareholders'
agreement with Mr. Herschel Segal in respect of their holdings in the Corporation
(the "Shareholders' Agreement"). Among other matters, the Shareholders' Agreement
restricts each party's ability to dispose of Class A Shares or Class B Shares, as applicable.
In addition, pursuant to the Shareholders' Agreement, each party has conferred upon
the other certain rights of first refusal and rights of first offer as detailed therein. The
Shareholders' Agreement also requires the conversion of Class B Shares into Class A
Shares by Mr. Segal in the event of a sale of shares by him to a third party. A complete
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copy of the Shareholders' Agreement has been filed with the Canadian securities
regulatory authorities on SEDAR and may be viewed at www.sedar.com.
(h) The names of persons or companies acting jointly or in concert with the Offeror in
connection with the disclosure required above.
(i) Nature and value of consideration paid by the Offeror in Canadian dollars, if the
transaction or occurrence disclosed in this report did not take place on a stock
exchange or other published market for the securities.
(j) When applicable, a description of any change in any material facts set out in a
previous report under the legislation stated above.
(k) If applicable, a description of the exemption from securities legislation being relied
on by the Offeror and the facts supporting that reliance.
The Offeror relied on the exemption set forth in section 4.1 of MI 62-104 as: (i) the
acquired Class A Shares represent not more than 5% of the issued and outstanding
Class A Shares; (ii) the aggregate number of Class A Shares acquired in reliance on such
exemption by the Offeror or any person acting jointly or in concert with the Offeror
within any 12-month period, when aggregated with acquisitions otherwise made by the
Offeror and any person acting jointly or in concert with the Offeror within the same 12-
month period, represent not more than 5% of the issued and outstanding Class A Shares
at the beginning of such 12-month period; (iii) there is a published market for the
Class A Shares; and (iv) the value of the consideration paid for any of the acquired
Class A Shares is not in excess of the market price at the date of acquisition, as
determined in accordance with section 1.11 of MI 62-104, plus reasonable brokerage fees
or commissions actually paid.
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DATED October 15, 2012
(signed) Jane Silverstone Segal