Mr. Rod Baker reports
GREAT CANADIAN NAMED EXECUTIVES ADOPT AUTOMATIC SECURITIES DISPOSITION AND/OR PURCHASE PLANS
Executives of Great Canadian Gaming Corp. have each adopted automatic securities disposition and/or purchase plans in accordance with guidance under the Ontario Securities Commission's (OSC) Staff Notice 55701 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 non-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 OSC 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. The intended trades include the exercise of stock options with expiry dates of Jan. 11, 2016, and July 15, 2016.
% of the value of
% of common shares Great Canadian securities
Intended intended to be sold intended to be sold
Named executive Title transactions (1)(2) (1)(3)
Rod Baker President and Exercise 300,000 14% 21%
chief executive officer options(4) and sell
300,000 common shares
Kiran Rao Chief financial officer Exercise 50,000 17% 24%
options(4) and sell
50,000 common shares
Terrance Doyle Executive vice-president, Exercise 40,000 13% 23%
B.C. operations and options(4) and sell
development 40,000 common shares
Peter Goudron Executive vice-president, Exercise 45,000 14% 21%
strategic resources options(4) and sell
45,000 common shares
Victor Poleschuk Executive vice-president, Exercise 45,000 15% 21%
east operations options(4) and sell
45,000 common shares
James McGrogan Vice-president, Exercise 25,000 14% 21%
business development options(4) and sell
25,000 common shares
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 Jan. 20, 2015, of $20.18. 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. All stock options have an expiry date of Jan. 11, 2016, except for Mr. Baker's 150,000 options and Mr. Rao's 25,000
options, which expire on July 15, 2016.
Trades under these automatic plans are expected to occur between Feb. 19, 2015, and Feb. 19, 2016, subject to the price of Great Canadian's common shares meeting or exceeding predetermined 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.
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