What is the tax treatment of Class A Boyd Group Holdings Inc. shareholder distributions?
How will the taxable portion of the distributions be communicated to Boyd Group securityholders?
What is the tax treatment for U.S. unitholders of the Boyd Group Income Fund?
How did my original The Boyd Group Inc. shares get converted to income trust units?
Why did Boyd reduce the distributions of the Holding Company shares during the first year?
Why do my Class A shares of Boyd Group Holdings Inc. show no value?
How can I sell my BGHI Class A common shares?
How do I convert my BGHI Class A common shares to Trust Units?
Where can I obtain further information on The Boyd Group Inc. and the Boyd Group Income Fund?
What is the size of your market?
Are you one of the largest companies in the industry?
How would you describe your corporate culture?
How many employees do you currently have?
How can I obtain a copy of your Annual Report and other financial documents?
What stock exchange does the Boyd Group Income Fund trade on? What is the ticker symbol?
Where can Boyd Group Income Fund units be bought or sold?
Who is the Boyd Group Income Fund's transfer agent and registrar?
How can a certificate for the Boyd Group Income Fund units be obtained?
Who are the Boyd Group Income Fund's external auditors?
Where is the Boyd Group's head office located?
Who can I contact for additional investor related information on the Boyd Group Income Fund?
| What is the tax treatment of unitholder distributions? Unitholder distributions declared by the Fund are anticipated to be taxable primarily as other income for unitholders. The Fund will make an annual determination as to the breakdown of dividend and interest income. Unless otherwise communicated, dividends paid or allocated are eligible dividends. Complete tax treatment details will be sent to unitholders annually via a T3 Form. As well, the Fund will annually summarize the tax characteristics of distributions and include them within the investor relations section of its web site. | |
| What is the tax treatment of Class A Boyd Group Holdings Inc. shareholder distributions? Class A Boyd Group Holdings Inc. shareholder distributions declared by the Fund are anticipated to be taxable as dividend income for shareholders. Unless otherwise communicated, dividends paid or allocated are eligible dividends. Complete tax treatment details will be sent to Class A Boyd Group Holdings Inc. shareholders annually via a T5 Form. As well, the Fund will annually summarize the tax characteristics of dividends and include them within the investor relations section of its web site. | |
| How will the taxable portion of the distributions be communicated to Boyd Group securityholders? Additionally, each year Fund unitholders will receive a T3 Form and Class A Boyd Group Holdings Inc. shareholders will receive a T5 Form the provides this information. The Boyd Group will also post this information annually on the Canadian Depository for Securities ("CDS") Web site and include a summary within the investor relations section of its web site. | |
| What is the tax treatment for U.S. unitholders of the Boyd Group Income Fund? For U.S. residents that own units of the Boyd Group Income Fund, the Fund's distributions are qualified as a dividend and are subject to a 15% non-resident withholding tax. For U.S. unitholders that do not have a Tax Identification Number ("TIN") the Fund's interest or dividend paying agent (Valiant Trust Company) is required to withhold an additional 25% backup withholding tax. A U.S. tax form (W9 Form) is sent to all U.S. unitholders to provide their TIN information. | |
| Is it possible for U.S. residents that own units of the Boyd Group Income Fund to obtain an exemption from Canadian withholding taxes? U.S. residents that own units of the Boyd Group Income Fund can apply for an exemption from Canadian withholding tax by requesting a letter of exemption from the International Tax Services Office in Ottawa, Ontario (Tel: 1-800-267-3395) | |
| How did my original The Boyd Group Inc. shares get converted to income trust units? On February 28, 2003 the Company converted to an Income Trust. The following is an example of the conversion, assuming a shareholder of The Boyd Group Inc. owned 100 Class A shares prior to the conversion; Step 1. Share Consolidation on a 4:1 basis The 100 Class A shares of The Boyd Group Inc were consolidated on a 4:1 basis such that the shareholder would receive 25 new Class A shares of The Boyd Group Inc. This consolidation or reverse split applied to all shareholders such that the relative interest of any one shareholder as a result of this consolidation remained unchanged. Step 2. Conversion of Class A Shares of The Boyd Group Inc. As a result of the approved Plan of Arrangement, all Class A shares of The Boyd Group Inc. were exchanged for a combination of: a) Trust Units in Boyd Group Income Fund and b) Class A shares in a new holding company, Boyd Group Holdings Inc. The Class A shares that you refer to that are in your account today (after conversion) are not the publicly traded Class A shares of The Boyd Group Inc. Here is what happened to the 100 Class A shares of The Boyd Group Inc. in our example: a) 64.96% of the Class A shares were exchanged for Trust Units (64.96%x25 = 16 Units).b) 35.04% of the Class A shares were exchanged for new Class A shares in the holding company mentioned above (35.04% x 25 = 9). | |
| Why would I want to continue to hold the Class A Holding Company share if the distributions are the same after year one? When your old Boyd Class A shares were exchanged for Trust Units, this is a taxable event. Depending on what you paid for Boyd Class A shares, the conversion of these shares to Trust Units will likely result in a capital gain to you. This capital gain will be taxable in 2003. When your old Boyd Class A shares were exchanged for Holding Company shares, this may or may not be a taxable event, at your option. When a shareholder exchanges shares in this fashion, there is an election available to the shareholder, within the Canadian Income Tax Act, that allows this exchange to take place without resulting in taxable capital gains. This "tax deferral" only continues until such time as you may decide to exchange your Holding Company shares for Trust Units. This exchange (like the exchange of the old Boyd Class A shares) to Trust Units is also a taxable event. Hence, every shareholder, as a result of this mechanism, has an opportunity to defer some tax as long as they may want to, by continuing to hold the shares of the Holding Company (these shares will always be exchangeable for Trust Units, so there is not reason to exchange, unless you want to sell, and in that event you would have a taxable gain anyway). I should note that if your holdings are within an RRSP or some other type of "tax deferral plan" then the tax deferral created by these Holding Company shares will not result in any additional benefit to you, hence you may want to elect to have the original conversion treated as a taxable event. | |
| Why did Boyd reduce the distributions of the Holding Company shares during the first year? The answer to this question is market driven. We were advised by our underwriters that this feature would make the sale of new Trust Units more attractive to new investors. A part of this transaction was to raise a minimum of $9.0 million of new capital. Boyd's Management Group also contributed heavily to this incentive. The Management Group had 85% of their Boyd Class A shares exchanged to Holding Company shares (compared to the 35.04% for other shareholders) and as a result, will receive reduced distributions on 85% of their holdings. In addition, the Management Group's Holding Company shares continue to receive reduced distributions throughout the second year (equal to 70% of the trust unit distribution) and are not exchangeable for Trust Units at any time in the first two years. | |
| Why do my Class A shares of Boyd Group Holdings Inc. show no value? The Boyd Group Holdings Inc. ("Holdco") shares will not be publicly traded and as a result, most brokers have not attempted to establish the correct value for these shares. They have simply placed these shares in your account at 0 value. These Holdco shares do, however, have significant value for the following three reasons:
As you can see, establishing the appropriate value for the Holdco shares can depend upon what the individual shareholder plans to do with these shares. If for example, you held the shares for the first year, received the distributions, and achieved the tax deferral, and then exchanged the shares for Trust units after one year, it is likely that the end result is essentially equivalent to having a trust unit. | |
| How can I sell my BGHI Class A common shares? The BGHI Class A common shares are not traded. They must be converted to Trust Units which can then be sold on the public market. | |
| How do I convert my BGHI Class A common shares to Trust Units? The Notice of Retraction on the back of the share certificate must be completed, signed and dated. The certificate should then be sent to the Transfer Agent for processing. | |
| Where can I obtain further information on The Boyd Group Inc. and the Boyd Group Income Fund? For more information, please contact Investor Relations | |
| What is the size of your market? The collision repair sector in Canada and the U.S. is a $40 billion industry, globally estimated at $120 billion annually. | |
| Are you one of the largest companies in the industry? Yes, we are one of the largest. There are a handful of private companies in North America, perhaps 5 to 10, that like us are growing through consolidation of the industry. It is estimated that, in the aggregate, all of these companies represent less than 3% of the total North American market. | |
| How would you describe your corporate culture? Our corporate culture could be described as being grounded in "good old fashioned" values. We have a simple "work hard, treat others with respect and do the right thing" type of culture that has served us very well. | |
| How many employees do you currently have? The company has approximately 2,000 employees across North America. | |
| When is your fiscal year end? Our fiscal year end is December 31. | |
| How can I obtain a copy of your Annual Report and other financial documents? The Fund's Annual Report, as well as other financial documents are contained within the Investor Relations section of our web site. To receive hard copies, please contact Investor Relations. Boyd Group Income Fund is listed on the Toronto Stock Exchange and also files disclosure documents required by provincial securities laws electronically through SEDAR. You can access the Fund's documents on the SEDAR web site at www.sedar.com. | |
| What stock exchange does the Boyd Group Income Fund trade on? What is the ticker symbol? The Boyd Group Income Fund is traded on the Toronto Stock Exchange under the symbol BYD.UN. | |
| Where can Boyd Group Income Fund units be bought or sold? Boyd Group Income Fund units can be bought or sold through a stockbroker, bank, or any other financial institution that provides brokerage services. | |
| Who is the Boyd Group Income Fund's transfer agent and registrar? Mail/Courier Valiant Trust Company Suite 310, 606 - 4th Street S.W., Calgary, AB T2P 1T1 CANADA Phone (403) 233-2801 Toll-Free: 866-313-1872 Website http://www.valianttrust.com | |
| How do I sell or transfer ownership of my trust units stock, or change my address or other personal information? We recommend that you contact your stockbroker. Should you require additional information regarding your account, or assistance with transactions, you may contact our transfer agent and registrar at the address listed above. | |
| How can a certificate for the Boyd Group Income Fund units be obtained? You may own Boyd Group Income Fund units without actually having a paper certificate. When units are purchased, they are electronically transferred to, and held by custodians through the Canadian Depository for Securities (CDS). If requested, certificates can be obtained in the name of the registered owner by making a request to Boyd's transfer agent and registrar at the address listed above. If your broker is the registered owner, they must make the request for a certificate on your behalf. | |
| Who are the Boyd Group Income Fund's external auditors? Deloitte & Touche, LLP | |
| Where is the Boyd Group's head office located? 3570 Portage Avenue Winnipeg, Manitoba R3K 0Z8 Ph (204) 895-1244 Fx (204) 895-1283 | |
| Who can I contact for additional investor related information on the Boyd Group Income Fund? Dan Dott Vice President & CFO The Boyd Group Inc. 3570 Portage Avenue Winnipeg, Manitoba R3K 0Z8 Phone: (204) 895-1244 ext. 229 Fax: (204) 895-1283 Email: OR Brock Bulbuck President & CEO Phone: (204) 895-1244 ext. 223 Email: OR Salvador Diaz The Equicom Group Inc. Phone: (416) 815-0700 ext. 242 Toll Free: (800) 385-5451 ext. 242 Email: | |