Mr. Rod Baker reports
GREAT CANADIAN NAMED EXECUTIVES ADOPT AUTOMATIC SECURITIES DISPOSITION AND/OR PURCHASE PLANS
Executives of Great Canadian Gaming Corp. named herein have each adopted automatic securities disposition and/or purchase plans in accordance with guidance under the Ontario Securities Commission's staff notice 55-701 and the company's insider trading policies.
Canadian securities legislation permits the named executives to adopt written automatic plans to sell, purchase or otherwise transfer shares in the future (including upon exercise of stock options) according to the automatic plan on an automatic basis regardless of any subsequent material no-public information they receive. Once an automatic plan is established, the named executive is not permitted to exercise any further discretion or influence over how dispositions or purchases will occur under the automatic plan.
In addition to meeting the requirements of the guidance, the company has in place additional measures that are designed to follow "best practices" related to such automatic plans. These measures include: (i) automatic plans may only be adopted by named executives during a trading window; (ii) a waiting period of 30 calendar days is required between the adoption of the automatic plan and the first disposition or purchase under the automatic plan; (iii) an automatic plan should generally have a duration of at least 12 months; (iv) the automatic plan must contain meaningful restrictions on the ability of the named executive to modify or terminate the automatic plan; and (v) all named executives must use an independent broker to administer their automatic plans, meaning that the brokerage accounts established for that insider's automatic plans must be administered by a broker with no prior relationship with that insider.
Details of the named executives' new automatic plans are set out in the accompanying table. All the intended trades include the exercise of stock options with an expiry date of Feb. 10, 2015.
% of the value
% of common of Great Canadian
shares intended securities intended
to be sold to be sold
Named executive Title Intended transactions (1)(2) (1)(3)
Rod Baker President and CEO Exercise 500,000 options(4)
and sell 500,000 common shares 23% 26%
Kiran Rao CFO Exercise 20,440 options(4)
and sell 20,440 common shares 8% 9%
Terrance Doyle Executive vice-president, Exercise 25,440 options(4)
B.C. operations and development and sell 25,440 common shares 11% 13%
Peter Goudron Executive vice-president, Exercise 25,440 options(4)
strategic resources and sell 25,440 common shares 9% 10%
Victor Poleschuk Executive vice-president, Exercise 50,000 options(4)
east operations and sell 50,000 common shares 16% 19%
James McGrogan Vice-president, Exercise 19,440 options(4)
business development and sell 19,440 common shares 12% 14%
1. Great Canadian securities for this calculation include stock options and common shares.
2. Calculated as the number of common shares intended for sale as a percentage of in-the-money Great Canadian securities
held by the insider.
3. Calculated as the intrinsic value of Great Canadian securities in the intended transactions as a percentage of the
total intrinsic value of Great Canadian securities held by the insider. The intrinsic values in these estimates were
based on the company's common share closing price on Sept. 30, 2014, of $18.44. The intrinsic value of a stock option
is the positive difference between the company's common share closing price and the stock option's exercise price.
The intrinsic value of a common share is the company's closing share price as traded on the Toronto Stock Exchange.
4. Stock options have an expiry date of Fe. 10, 2015.
Trades under these automatic plans are expected to occur between Oct. 30, 2014, and Oct. 30, 2015, subject to the price of Great Canadian's common shares meeting or exceeding prdetermined prices and other conditions or restrictions being satisfied.
Other named executives of the company may from time to time adopt automatic plans during trading windows. The company will issue a press release to announce the adoption of any other automatic plans by its named executives.
We seek Safe Harbor.
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