OppenheimerFunds, Inc. ("OFI") announced today that it filed on SEDAR
(www.sedar.com) the attached Early Warning Report with respect to securities of
ART Advanced Research Technologies Inc. ("ART") held by certain funds managed by
OFI.
OFI is an investment manager registered to provide investment advisory services
under the Investment Advisers Act of 1940 of the United States of America, as
amended. OFI has dispositional and voting authority over certain securities of
ART held by various funds managed by OFI, over which securities OFI exercises
control or direction but not direct ownership.
For further information contact:
OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street, 11th Floor
New York, NY 10281
Attention: Jeaneen Pisarra
Tel: +1-212-323-5178
Fax: +1-212-912-6378
EARLY WARNING REPORT
UNDER NATIONAL INSTRUMENT 62-103
1. Name and Address of Offeror:
OppenheimerFunds, Inc. (the "Offeror")
Two World Financial Center
225 Liberty Street
New York, NY 10281
2. The designation and number or principal amount of securities and the
offeror's securityholding 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 circumstances:
The Offeror is an investment manager registered to provide investment advisory
services under the Investment Advisers Act of 1940 of the United States of
America, as amended. The Offeror has dispositional and voting authority over
certain securities of ART Advanced Research Technologies Inc. ("ART") held by
various funds ("Funds") managed by OFI, over which securities OFI exercises
control or direction but not direct ownership.
On behalf of these Funds, OFI holds 17,747,058 common shares of ART ("Common
Shares"), representing approximately 18.77% of the issued and outstanding Common
Shares. The Funds owning such securities and the applicable number and
securityholding percentage of such securities are as follows: USAZ Oppenheimer
International Growth Fund ("USAZ") as to 746,900 Common Shares representing
0.79%, Panorama Oppenheimer International Growth Fund/VA ("Pan. Int'l Equity")
as to 1,168,800 Common Shares representing 1.24%, Oppenheimer International
Growth Fund ("OIGAX") as to 9,701,131 Common Shares representing 10.26%,
MassMutual Premier International Equity Fund ("MMPIEF") 5,921,627 Common Shares
representing 6.26%, OFI Institutional International Equity Fund, LP ("OFIIIEF")
as to 72,500 Common Shares representing 0.08% and OFITC International Growth
Fund ("OIGF") as to 136,100 Common Shares representing 0.14%.
On August 26, 2008, OIGAX acquired 8,304,084 series 4 convertible preferred
shares of ART ("series 4 preferred shares") and 7,080,531 series 5 convertible
preferred shares of ART ("series 5 preferred shares"). The series 4 preferred
shares acquired represent 33.38% of the issued and outstanding series 4
preferred shares, and the series 5 preferred shares acquired represent 33.38% of
the issued and outstanding series 5 preferred shares. The series 4 preferred
shares are convertible, on 61 days notice, into Common Shares at a fixed
conversion rate of 0.95 Common Share for each series 4 preferred share. The
series 5 preferred shares became convertible, on 61 days notice, into Common
Shares at a fixed conversion rate of 0.95 per Common Share for each series 5
preferred share, pursuant to the approval of shareholders of ART on May 26,
2009. If all such shares were converted, the Offeror would exercise control or
direction over 14,615,384 Common Shares arising from such conversion
(representing a securityholding percentage of 13.39%, and the Offeror would
exercise control or direction over a total of 32,362,442 Common Shares
(representing a securityholding percentage of 29.65%), and upon such conversion
OIGAX would own 14,615,384 Common Shares arising from such conversion
(representing a securityholding percentage of 13.39%), and OIGAX would own a
total of 24,316,515 Common Shares (representing a securityholding percentage of
22.28%).
On behalf of the Funds, the Offeror also holds 6,341,982 series 1 preferred
shares of ART ("series 1 preferred shares"), representing 100% of the issued and
outstanding series 1 preferred shares. The Funds owning such securities are as
follows: USAZ as to 160,422 of such securities, Pan. Int'l Equity as to 360,333
of such securities, OIGAX as to 3,124,013 of such securities, MMPIEF as to
2,653,076 of such securities, OFIIIEF as to 44,138 of such securities and OIGF
does not own any of such securities. The series 1 preferred shares are
convertible at any time into Common Shares at a fixed conversion rate of 0.9036
common shares for each series 1 preferred share. If all such series 1 preferred
shares were converted the Offeror would exercise control or direction over
5,730,615 Common Shares arising from such conversion (representing a
securityholding percentage of 5.72%, and the Offeror would exercise control or
direction over a total of 23,477,673 Common Shares (representing a
securityholding percentage of 23.41%). Upon such conversion the total ownership
of Common Shares and the applicable securityholding percentage by each Fund
would be as follows: USAZ as to 891,857 Common Shares (representing a
securityholding percentage of 0.89%), Pan. Int'l Equity as to 1,494,397 Common
Shares (representing a securityholding percentage of 1.49%), OIGAX as to
12,523,989 Common Shares (representing a securityholding percentage of 12.49%),
MMPIEF as to 8,318,946 Common Shares (representing a securityholding percentage
of 8.30%), OFIIIEF as to 112,383 Common Shares (representing a securityholding
percentage of 0.11%) and OIGF as to 136,100 Common Shares (representing a
securityholding percentage of 0.14%).
On behalf of the Funds, the Offeror also holds 2,000,000 series 2 preferred
shares of ART ("series 2 preferred shares"), representing 100% of the issued and
outstanding series 2 preferred shares. The Funds owning such securities are as
follows: USAZ as to 50,591 of such securities, Pan. Int'l Equity as to 113,634
of such securities, OIGAX as to 976,420 of such securities, MMPIEF as to 836,671
of such securities, OFIIIEF as to 13,919 of such securities and OIGF as to 8,765
of such securities. The series 2 preferred shares are convertible at any time
into Common Shares at a fixed conversion rate of 1.0556 common shares for each
series 2 preferred share. If all such series 2 preferred shares were converted
the Offeror would exercise control or direction over 2,111,200 Common Shares
arising from such conversion (representing a securityholding percentage of
2.18%, and the Offeror would exercise control or direction over a total of
19,858,258 Common Shares (representing a securityholding percentage of 20.55%).
Upon such conversion the total ownership of Common Shares and the applicable
securityholding percentage by each Fund would be as follows: USAZ as to 800,304
Common Shares (representing a securityholding percentage of 0.83%), Pan. Int'l
Equity as to 1,288,752 Common Shares (representing a securityholding percentage
of 1.33%), OIGAX as to 10,731,840 Common Shares (representing a securityholding
percentage of 11.10%), MMPIEF as to 6,804,817 Common Shares (representing a
securityholding percentage of 7.04%), OFIIIEF as to 87,193 Common Shares
(representing a securityholding percentage of 0.09%) and OIGF as to 145,352
Common Shares (representing a securityholding percentage of 0.15%).
3. The 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 the obligation to file the
news release:
See paragraph #2 above
4. The designation and number or principal amount of securities and the
percentage of outstanding securities of the class of securities referred to in
paragraph 3 over which
(i) the offeror, either alone or together with any joint actors, has ownership
and control:
Not applicable.
(ii) the offeror, either alone or together with any joint actors, has ownership
but control is held by other persons or companies other than the offeror or any
joint actor:
Not applicable.
(iii) the offeror, either alone or together with any joint actors, has exclusive
or shared control but does not have ownership:
See paragraph #2 above
5. The name of the market in which the transaction or occurrence that gave rise
to the news release took place:
The Offeror acquired the securities primarily from ART through private
placements and prospectus offerings. In certain instances, a de minimis number
of securities were acquired or disposed of through the facilities of the Toronto
Stock Exchange ("TSX").
6. 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:
C$0.13 per series 4 preferred share
C$0.13 per series 5 preferred share
C$1.14 per series 1 preferred share.
C$1.14 per series 2 preferred share.
From C$0.16 to C$6.00 per Common Share.
7. 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 securities referred to above held by the Offeror on behalf of the Funds are
for investment purposes. These investments will be reviewed on a continuing
basis and such holdings may be increased or decreased in the future.
8. 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 of the securities:
The series 4 preferred shares and series 5 preferred shares were acquired
pursuant to a US$6,000,000 private placement completed on August 26, 2008 at a
price of C$0.13 per series 4 preferred share and C$0.13 per series 5 preferred
share.
The series 4 preferred shares and series 5 preferred shares are entitled to a
cumulative dividend of 7% of the issue price per preferred share, payable as and
when declared by the directors of ART. At the option of ART, the series 4
preferred shares and series 5 preferred shares are redeemable at the issue price
plus the accrued but unpaid dividends on the preferred shares. The series 4
preferred shares are convertible, on 61 days notice, into Common Shares at a
fixed conversion rate of 0.95 common share for each preferred share. Pursuant to
the approval of shareholders of ART on May 26, 2009, the series 5 preferred
shares are convertible, on 61 days notice, into Common Shares at a fixed
conversion rate of 0.95 common share for each preferred share. For both, the
series 4 preferred shares and the series 5 preferred shares, ART is entitled to
force the conversion of the preferred shares into Common Shares at the same
conversion rate upon the occurrence of certain events or the achievement of
certain milestones.
The series 1 preferred shares were acquired pursuant to a private placement
completed on July 11, 2005 at a price of CS1.14 per series 1 preferred share. As
part of this private placement, the Offeror also received the option,
exercisable for a period of twelve months, to purchase an additional 2,000,000
series 2 preferred shares at a price of C$1.14 per series 2 preferred share. On
April 19, 2006, the Offeror exercised this option and purchased 2,000,000 series
2 preferred shares.
The series 1 preferred shares and series 2 preferred shares are entitled to a
cumulative dividend of 7% of the issue price per preferred share, payable as and
when declared by the directors of ART. At the option of ART, the series 1
preferred shares and series 2 preferred shares are redeemable at the issue price
plus the accrued but unpaid dividends on the preferred shares. The series 1
preferred shares are convertible at any time into Common Shares at a fixed
conversion rate of 0.9036 common share for each series 1 preferred share, and
ART is entitled to force the conversion of the preferred shares into Common
Shares at the same conversion rate upon the occurrence of certain events or the
achievement of certain milestones. The series 2 preferred shares are convertible
at any time into Common Shares at a fixed conversion rate of 1.0556 common share
for each series 2 preferred share, and ART is entitled to force the conversion
of the preferred shares into Common Shares at the same conversion rate upon the
occurrence of certain events or the achievement of certain milestones.
The Offeror acquired 1,901,125 Common Shares at C$6.00 per Common Share pursuant
to a private placement completed on June 19, 2001.
The Offeror acquired 1,832,027 Common Shares at C$2.17 per Common Share pursuant
to a private placement completed on November 6, 2002.
The Offeror acquired 820,000 Common Shares at C$2.00 per Common Share pursuant
to a prospectus offering completed on March 3, 2004.
The Offeror acquired 2,666,700 Common Shares at C$0.75 per Common Share pursuant
to a prospectus offering completed on May 16, 2006.
The Offeror acquired 10,483,806 Common Shares at C$0.16 per Common Share
pursuant to a prospectus offering completed on November 21, 2007.
The Common Shares currently held were acquired primarily through private
placements and prospectus offerings described above. De minimus amounts of
Common Shares at prices ranging from $0.55 to $2.1075 were acquired or disposed
of through the facilities of the TSX.
Dispositional and voting authority over the Common Shares is held by the Offeror
pursuant to various investment advisory agreements between the Offeror and the
Funds.
9. The names of any joint actors in connection with the disclosure required by
this report:
See paragraph #2 above
10. In the case of a transaction or occurrence that did not take place on a
stock exchange or other market that represents a published market for the
securities, including an issuance from treasury, the nature and value, in
Canadian dollars of the consideration paid by the offeror:
See paragraphs #2, 5 and 7 above
11. If applicable, a description of any change in any material fact set out in a
previous report by the entity under the early warning requirements or Part 4 of
National Instrument 62-103 in respect of the reporting issuer's securities:
Not applicable.
12. If applicable, a description of the exemption from securities legislation
being relied on by the offeror and the facts supporting that reliance:
Not applicable.
Dated July 29, 2009.
OPPENHEIMERFUNDS, INC.
Brian Dvorak, Authorized Signing Officer
Arht Media (TSXV:ART)
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