ELECTION ON DISPOSITION OF PROPERTY BY A PARTNERSHIP TO A TAXABLE CANADIAN CORPORATION

Transcription

1 ELECTION ON DISPOSITION OF PROPERTY BY A PARTNERSHIP TO A TAXABLE CANADIAN CORPORATION For use by a taxable Canadian corporation and all the members of a partnership, to jointly elect under subsection 85(2) where the partnership has disposed of to the corporation and has received as consideration shares of any class of the capital stock of the corporation. File one completed copy of the election and related schedules (if any) as follows: 1 by a partner designated for the purpose by the partnership; 2 on or before the earlier date on which any party to the election has to file an income tax return for the tax year in which the transaction occurred (due date); 3 at the tax centre serving the area where the transferee is located; and 4 separately from any tax returns. You may put it in the same envelope with a return, but do not insert it in or attach it to the return. Sections and subsections referred to on this form are from the Income Tax Act. Do not use this area Name of partnership (transferor) (print) Partnership identification number Address Postal code Tax year of partnership from Year Month Day to Year Month Day Tax services office Name of corporation (transferee) (print) Big 8 Split Inc. Address Postal code 66 Wellington Street West, 9th Floor, TD Tower, Toronto, ON M5K 1A2 Tax year of Year Month Day Year Month Day Tax services office corporation from to Toronto Centre Name of person to contact for more information Area code Telephone number Perry Cheung Penalty for late-filed and amended elections An election that is filed after its due date is subject to a late-filing penalty. Form T2058 can be filed within 3 years after its due date if an estimate of the penalty is paid at the time of filing. Form T2058 can also be amended or filed after the 3-year period, but in these situations, a written explanation of the reason the election is amended or late-filed must be attached for consideration by the Minister and an estimate of the applicable penalty must be paid at the time of filing. Do not use this area Calculation of late-filing penalty: Fair market value of transferred Less: agreed amount Difference A Amount A $100 x N* x 1/4 x 1% x N* = = B C * N represents the sum of each month or each part of a month in the period from the due date to the actual filing date. Amount C cannot exceed $8,000. Late-filing penalty is the lesser of B and C above Make cheque or money order payable to the Receiver General. Specify "T2058" on the remittance and, to ensure proper credit, indicate the name and social insurance number of the taxpayer, or if a corporation. Amount enclosed Unpaid amounts, including late-filing penalties, are subject to daily compound interest at a prescribed rate. T2058 (08) (Vous pouvez obtenir ce formulaire en français à ou au ) Page 1 of 3

2 Information required On the following page, list, describe, and state the fair market value of properties transferred. The description and fair market value of the consideration received has to be shown opposite the related transferred. Where the transferred is a partnership interest, attach a schedule of the calculation of the adjusted cost base. If space on the form is insufficient, attach schedules giving similar details. You have to designate the order of disposition of each depreciable. With this election, you do not have to file the following materials: schedules supporting this designation; documentation relating to the responses to the questions below; and a brief summary of the method of evaluating the fair market value of each transferred. However, you have to keep them as Canada Revenue Agency may ask to see them at a later date. 1. Is there a written agreement relating to this transfer? Does a price adjustment clause apply to any of the properties? (See Interpretation Bulletin IT-169 for details.) Do any persons other than the members of the partnership own or control, directly or indirectly, any shares of any class of the transferee? Does a non-arm's length rollover exist between the partnership(s) and the transferee corporation? a) Have all or substantially all (90% or more) of all properties of the partnership been transferred to the corporation? Are any partners non-residents of Canada? Are any of the properties transferred capital properties? If yes, a) have they been owned continuously since Valuation Day (V-Day)? b) have they been acquired after V-Day in a transaction considered not to be at arm's length? c) since V-Day, has the partnership or any person from whom shares were acquired in a non-arm's length transaction received any subsection 83(1) dividends for transferred shares? (If yes, provide details of amounts and dates received, and attach a schedule.) Is the agreed amount of any of the transferred properties based on an estimate of fair market value on V-Day? a) If yes, does a formal documented V-Day value report exist? Has an election under subsection 26(7) of the Income Tax Application Rules (Form T2076) been filed by or on behalf of the transferor? Where shares of the capital stock of a private corporation are included in the disposed of, provide the following: Name of corporation Paid-up capital of shares transferred Description of shares received Number of shares transferor received Class of shares Redemption value per share Paid-up capital Voting or non-voting Are shares retractable?* Class D Capital Shares, Series 1 of Big 8 Split Inc. (see note attached) (not yet determined) non-voting * Retractable means redeemable at the option of the holder. Informative notes The rules for section 85 elections are complex. Essential information is contained in Information Circular and Interpretation Bulletins IT-169, IT-291, and IT-378. Complete all the information areas and answer all questions. If this form is incomplete, the Canada Revenue Agency may consider the election invalid, and subsequent submissions may be subject to a late-filing penalty. If the agreed amount exceeds the adjusted cost base of the in the election, you must report the difference as a capital gain, as income or a combination of both, whichever applies. Page 2

3 Capital excluding depreciable Depreciable Particulars of disposed of and consideration received Date of sale or transfer of all properties listed below: Property disposed of Description Elected amount limits* (Brief legal) Class A Capital Shares of Big 8 Split Inc. (Description and prescribed class) Fair market value Year A (see note 1) Month Agreed amount (cannot be zero) B Day (see note 2) te: Amount to be reported B A (if greater than 0, see note 4) For properties sold or transferred on different dates, use separate Form T2058. n-share Description Consideration received Share Number and class Class D Capital Shares, Series 1 of Big 8 Split Inc. Fair market value Eligible capital Inventory excluding real Resource Security or debt obligation Specified Debt Obligation (For financial institutions only) (Kind) (Kind) (Brief legal) (Description) (see note 3) (cost amount) nil nil nil (cost amount) (cost amount) tes 1. Adjusted cost base (subject to adjustment per section 53.) 2. The lesser of undepreciated capital cost of all of the class and the cost of the. 3. The lesser of 4/3 x cumulative eligible capital and the cost of the. (Under proposed changes, new rules will apply on subsequent dispositions of eligible capital occurring after December 20, 2002). 4. This amount is to be reported either as a capital gain or as income, whichever applies. Also, in the case of depreciable and eligible capital, a portion of the amount may have to be reported as a capital gain while another portion of the amount may have to be reported as income. * See Interpretation Bulletin IT-291 for an explanation of the limits. Election and certification The corporation and all members of the partnership hereby jointly elect under subsection 85(2) in respect of the specified, and certify that the information given in this election, and in any documents attached, is true, correct and complete to the best of their knowledge. Date Signature of authorized officer of corporation Position or office Social insurance number or Signature of partner, authorized person or authorized officer Social insurance number or Signature of partner or authorized officer Social insurance number or Signature of partner or authorized officer Name of partner, authorized person or authorized officer Position of office of authorized person or authorized officer Name of partner (print) Name of partner (print) Partner's tax services office The election form must be signed by all partners, or by a person authorized in writing by all partners to sign for them, and by an authorized officer of the transferee. A person who is authorized to sign for all the partners should complete area 1 above, and attach a copy of the authorizing agreement. If space is insufficient, attach "Election and Certification" giving similar details. Attach a list containing the name, Social insurance number, or of each partner. If a member of the partnership is in itself a partnership, attach a list showing the name, Social insurance number, or of each member of that partnership. Also, indicate the fiscal period of the partnership. Date Partner's tax services office Date Partner's tax services office Date Page 3

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5 te The redemption value per Class D capital share, series 1 (referred to in this note as a Capital Share ) of Big 8 Split Inc. (the Company ) is as follows, as excerpted from the preliminary short form prospectus of the Company dated October 24, 2013: Retraction The Capital Shares may be surrendered for retraction at any time by the holders. Holders may surrender their Capital Shares for retraction by exercising a Regular Retraction, a Concurrent Retraction, or a Special Annual Retraction, all as described below. Retraction payments for Capital Shares will be made on the 15th day of each month or where such day is not a business day, on the preceding business day (a Retraction Payment Date ) provided the Capital Shares have been surrendered for retraction at least ten business days prior thereto (the Valuation Date ). Each retraction privilege described below must be exercised by causing written notice to be received by the Company within the notice periods prescribed herein and in the manner described under Book-Entry Only System. Each notice must indicate whether the Capital Shares are being retracted pursuant to a Regular Retraction, Concurrent Retraction or the Special Annual Retraction and, where there is an option, how the holder wishes to be paid for his or her Capital Shares retracted. Capital Shares (and Preferred Shares in the case of a Concurrent Retraction or a Special Annual Retraction) will be irrevocably surrendered for retraction upon the delivery of such notice to CDS through a CDS Participant. Regular Retraction A holder who surrenders a Capital Share under a regular retraction (a Regular Retraction ) will receive on the Retraction Payment Date the amount, if any, by which 95% of the Unit Value exceeds the aggregate of (i) the average cost to the Company, including commissions, of purchasing a Preferred Share in the market; and (ii) $1.00. The retraction price of a Capital Share may be more or less than the market price of a Capital Share at the time of retraction. Concurrent Retraction A holder who surrenders one Capital Share together with one Preferred Share under a concurrent retraction (a Concurrent Retraction ) will receive on the Retraction Payment Date an amount equal to 95% of the Unit Value less $1.00. Special Annual Retraction A holder of a Capital Share may concurrently retract an equal number of Preferred Shares and Capital Shares on December 15 in each year or, where such day is not a business day, on the preceding business day (each an Annual Retraction Payment Date ), at a retraction price equal to the Unit Value on that date, less any costs associated with the retraction, including commission and other such costs, if any, related to the liquidation of any portion of the Portfolio required to fund such retraction. The Preferred Shares and Capital Shares must both be surrendered for retraction at least ten business days prior to the Annual Retraction Payment Date. Provided a holder of Capital Shares surrenders 10,000 or more Capital Shares for retraction and tenders one Preferred Share for each Capital Share retracted, such holder may elect to receive such holder s pro rata share of the Portfolio Shares plus (minus) the amount by which the value of the other assets of the Company exceed (are less than) the liabilities (including any extraordinary liabilities) of the Company as at the relevant Valuation Date and the redemption value of the Class E Shares less a delivery charge of $0.05 for each Capital Share retracted payable to the Administrator, all as determined by the Board of Directors of the Company. For greater certainty, the Preferred Shares will not be treated as liabilities for these purposes. Any cash so tendered is to be tendered to CDS through a CDS Participant.

6 General If any Capital Shares are surrendered for retraction (other than in the event of a Concurrent Retraction or a Special Annual Retraction where Preferred Shares are surrendered to the Company), the Company will redeem or purchase for cancellation that number of Preferred Shares equal to the number of Capital Shares so retracted. The Company will sell Portfolio Shares owned by the Company to the extent required to fund such redemptions or purchases and to pay the retraction price for the Capital Shares so retracted. Any and all Capital Shares which have been surrendered to the Company for retraction prior to the relevant Valuation Date are deemed to be outstanding until (but not after) the close of business on the relevant Retraction Payment Date or Annual Retraction Payment Date, unless not redeemed thereon, in which event such Capital Shares shall remain outstanding and be considered to be surrendered for retraction on the following Retraction Payment Date. The Company will be obligated to redeem Capital Shares only to the extent that the redemption would not be contrary to any applicable law. If the Company is unable for this reason to redeem all of the Capital Shares surrendered for payment on a Retraction Payment Date or Annual Retraction Payment Date, it will redeem on each Retraction Payment Date thereafter, on a pro rata basis from shareholders who so surrendered shares, disregarding fractions, such number of Capital Shares not so redeemed as the Company determines it is then permitted to redeem, having regard to its obligation to concurrently redeem or otherwise acquire one Preferred Share for each Capital Share so redeemed. The Company will repeat such process on each successive Retraction Payment Date until all such Capital Shares have been redeemed. Redemption Any Capital Shares outstanding on the Redemption Date will be redeemed by the Company on such date. On such redemption, each holder will receive, at the holder s option, either: (i) (ii) the amount, if any, by which the Unit Value on such date exceeds $10.00; or provided the holder tenders to the Company at least 20 business days prior to the Redemption Date a cash amount equal to $10.00 for every Capital Share redeemed, such holder s pro rata share of the Portfolio Shares plus (minus) the amount by which the value of the other assets of the Company exceed (are less than) the liabilities (including any extraordinary liabilities) of the Company as at the Redemption Date and the redemption value of the Class E Shares, all as determined by the Board of Directors of the Company. For greater certainty, the Preferred Shares will not be treated as liabilities for these purposes. Any cash so tendered is to be tendered to CDS through a CDS Participant. tice of redemption will be given to CDS Participants holding Capital Shares on behalf of the beneficial owners thereof at least 45 days prior to the Redemption Date. A holder of Capital Shares must give written notice to the Company at least 20 business days prior to the Redemption Date indicating how the holder chooses to be paid for his or her redeemed Capital Shares. Holders who do not give the required 20 business days notice will be deemed to have chosen to be paid in cash. Automatic Redemption If for two consecutive Valuation Dates the aggregate market value of the Portfolio Shares held by the Company is $15,000,000 or less, then the Board of Directors has the right to redeem at the next Annual Retraction Payment Date (i) all Capital Shares then outstanding for a cash amount per share equal to the redemption price of the Capital Shares calculated as if such date was the Redemption Date; and (ii) all Preferred Shares then outstanding for a cash amount per share equal to the Preferred Share Redemption Price. In such circumstances, the Company will not provide holders of Preferred Shares and Capital Shares with 45 days prior notice of the redemption but will forthwith issue a press release and will provide holders of Preferred Shares and Capital Shares with notice of the redemption as soon as practicable.

7 For these purposes, Unit Value is defined as: (i) (ii) the amount received by the Company per Unit on the disposition of that number of Portfolio Shares represented by the Unit s pro rata share of the Portfolio Shares. In respect of any retraction by a holder for a Valuation Date and the calculation of Unit Value under this paragraph for such purpose, the number of Portfolio Shares of an issuer to be disposed of will be rounded down to the nearest whole share and such shares may be disposed of at any time between the date notice of any retraction is required to be given and the Retraction Payment Date or Annual Retraction Payment Date, as the case may be; or in the event that the Administrator determines that it is not practicable to sell a pro rata share of each of the Portfolio Shares (for example, where a relatively small number of shares are tendered for cash retraction), the Company may fund such retractions in whole or in part out of cash on hand. Unit Value in this case will be calculated using, and paid on the basis of, the average price realized on any Portfolio Shares sold and where no shares of a particular issuer included in the Portfolio are sold or, where Unit Value is being calculated other than for the purpose of retractions or redemptions, by reference to the closing price for such Portfolio Shares on the TSX on the trading day immediately preceding the relevant Valuation Date (as defined herein); or, if no trading in a Portfolio Share occurred on such day on the TSX, the closing price for such Portfolio Share on such other exchange or market as the Administrator may select on such day; or, if no closing price is available from any exchange or market for a Portfolio Share, the average of the bid and ask prices for such share at close of trading on the TSX on such day or using such other price or value as the Canadian Securities Administrators may require; less, in either case, brokerage fees, commissions and all other transaction costs relating to such sale plus (minus) the pro rata share of the amount (the Residual Amount ) by which the value of the other assets of the Company (excluding any refundable taxes not then available to the Company) exceed (are less than) the liabilities (including any extraordinary liabilities) of the Company as at the relevant Valuation Date and the redemption value of the Class E Shares, all as determined by the Board of Directors of Company. For greater certainty, the Preferred Shares will not be treated as liabilities for these purposes.

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