Why do I receive material
from Bay City Transfer & Registrar Inc.?
Bay City Transfer & Registrar Inc. acts as
the Transfer Agent for the company in which you
own shares. In our role as transfer agent we not
only process the transfer of ownership but we also
maintain the resulting shareholder register. In
this capacity we often deal with shareholders that
inquire about their shareholdings, as well as distribute
material on behalf of the company to its shareholders
such as you.
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How do I update my address
on the company’s records?
Email us at info@baycitytransfer.com. Your
message must include your name and former address,
your new address and of course the company or companies
in which you own securities. We would appreciate
it if you would note your preference for receiving
material via regular mail or electronically.
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Can I have Bay City Transfer
Agency & Registrar Inc. arrange to sell my securities?
We do not handle securities sales or provide price
information. If you need assistance with these,
we suggest you contact a stockbroker or investment
dealer. Price information is also available in the
press and on various Web sites.
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I currently receive
more than one copy of material for the same company.
How do I make sure I receive only one copy?
This happens due to our receiving instructions
to register shares or accounts in more that one
variation of your name, for example: Given Name,
Given Y Name, or G Your Name. We are required to
follow registration instructions as they are presented
to us as we cannot make the assumption that the
variations represent the same person, even if the
address is identical. (There could be a father and
son or sons, brothers or other combinations of relationships
involved). To combine these accounts you can notify
us in writing giving us the details of the accounts
to merge, that is, the preferred registration, address,
and the details of the securities involved (certificate/account
number, number of securities held and company name).
Please note that you may also be getting multiple
copies from other sources such as your broker or
their agent. This will occur if you have accounts
for the same security at multiple brokers or multiple
accounts holding the same security at one broker.
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Can I buy or sell my
securities through Bay City Transfer Agency &
Registrar Inc.?
We are not registered as a securities dealer and
therefore are not allowed by securities legislation
to buy or sell securities. If you require the services
of an investment advisor you should contact the
Investment Dealers Association.
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Can I get the current
market value of my securities through Bay City Transfer
Agency & Registrar Inc.?
We recommend that you contact your investment advisor
for an up to date price, or check with a stock quotation
service provider.
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Where should I keep
my certificate?
In a safe place. ie. safety deposit box
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Why am I not allowed
to vote in person at the Company’s annual meeting
for which I am a holder?
When you purchased your shares you were probably
advised that it would be easier to sell them if
they were maintained in your account at the investment
dealer through which you made your purchase. If
you did request a certificate there probably would
have been an additional fee on top of the commission
paid to cover the processing costs of having a certificate
issued in your name. If you had a certificate issued
to you and delivered it to your investment dealer
then the certificate would have been "deposited"
to your account.
What happens is that the certificate instead of
being issued or if issued and then delivered to
your investment dealer, is cancelled* and the shares
are credited to the investment dealers share position
in CDS (The Canadian Depository for Securities).
At this point in time you become a non-registered
or beneficial owner of those shares, as they are
not registered in your name. Instead, they are registered
in the name of CDS & Co. The laws that govern
Canadian corporations typically state that subject
to the company’s articles or by-laws, only registered
holders and properly appointed proxy holders are
entitled to attend and vote at shareholder meetings.
If you wish to attend and vote at the company’s
meeting you should do the following:
When you receive the package from the investment
dealer you will find either a form of proxy called
a Management Proxy, or a computer generated form
called a Voting Instruction Form. You should carefully
read the instructions for completing the forms.
In both cases there should be instructions to direct
you on how to fill in a particular area of the respective
forms if you wish to attend the meeting.
On the Management Proxy there is a blank line that
follows the company’s management nominees for completion
of the appointment of a proxy holder. You should
strike out the names that appear on the form and
insert your own name in the space if you wish to
attend the meeting.
Similar instructions will appear on the Voting
Instruction Form. In both cases make sure you return
the form promptly to ensure it is received and processed
within the deadlines indicated.
For the Management Proxy Form, once it is returned
to the investment dealer they will execute the proxy
and indicate the number of shares it is limited
to and forward to the company or its transfer agent
for tabulation prior to the meeting. When you arrive
at the meeting, the scrutineer will have a list
of proxy holders and the number of shares they are
entitled to vote. After you identify yourself they
will add your shares to the number represented at
the meeting.
After you return the Voting Instruction Form, the
investment dealers' agent tabulates the results
and prepares a form of proxy to send to the company
or its transfer agent. Again after it is received
it will be tabulated and you should appear on the
list of proxy holders entitled to attend and vote
at the meeting.
A word of caution: if the form is either not completed
properly or not returned on time, you may not be
included in the count of persons to attend and vote
at the meeting.
*canceling means the broker sends the certificate
to DTC who then forwards it on to the transfer agent
for cancellation and a request for a deposit to
DTC’s share position. DTC adds the shares to the
investment dealer’s account on its system.
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How do I change my address?
There are several ways to change your address.
You can:
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How do I issue shares from treasury?
Shares of a company can only be issued in accordance
with the articles of the corporation, by-laws of
the corporation, shareholders agreements and their
issuance are subject to any preemptive rights that
may be in existence. We will only act upon a treasury
order when it is confirmed that the shares are fully
paid and non-assessable, the direction is signed
by authorized signing officers of the company which
correspond to the certificate of incumbency on file
with us and the issuance of the securities is in
compliance with corporate and security laws and
regulations. pro forma treasury order is attached.
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How do I cancel shares?
Shares can only be returned to treasury for cancellation
upon the receipt of the certificate with an executed
power of attorney and a direction for cancellation
signed by authorized signing officers of the company
which correspond to the certificate of incumbency
in our files, stating the reason the securities
are being cancelled. A pro forma direction to cancel
is attached.
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How will I know who my shareholders
are?
As your transfer agent, we will keep a current
listing of your shareholders of record and their
ownership positions. We will update this daily based
upon transfer requests processed and other file
maintenance information we receive, such as address
or name changes.
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What are my company's obligations
in providing information to its shareholders?
The following must be provided to shareholders:
Meetings:
- Notice of the time and place of meeting
- Form of proxy
- Information circular, the contents of which
will be dictated by the nature of the business
to be brought before a meeting Y/E Financial Statements
Financials:
Quarterly financial statements, unless a supplemental
mailing list request form has been supplied to all
shareholders, in which case, only those shareholders
who reply are required to receive statements.
Other documents may be required to accompany the
above, depending on the jurisdictions in the company
is a reporting issuer
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What assistance will I get with
my Annual Meeting?
In a word, complete. Prior to your meeting, we
will contact you and provide you with all the requirements
for your meeting and set up a timetable of events.
We understand the importance of the meeting and
will leave nothing to chance.
Among the services we can provide are:
- a record date listing of shareholders eligible
to vote
- broker search to determine the number of street-name
holders of your stock
- broker fulfillment to be certain sufficient
sets of your annual meeting materials are in the
hands of the brokers
- mailing services to registered holders
- tabulation services to insure an accurate
- independent tally
- Inspector of election services should you feel
an independent party should be present at your
meeting.
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What does the company need to
do when we have a change in directors/officers?
Advise us immediately of any change to the directors
and officers of the corporation. This document provides
us with a clear direction as to who can act on behalf
of the company. The company can advise us of any
changes to the list by executing and mailing a Certificate
of Incumbency and a Certified List of Officers and
Directors to Bay City Transfer.
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What happens if a shareholder
loses a stock certificate?
The shareholder should contact our office. We will
place a "stop" on our records to prevent the certificate
from being transferred. A surety bond will be required
in order to reissue the shares. The shareholder
will have to pay a premium for this bond; the cost
is generally 3% of the value of the certificate
lost.
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What information will I have
to provide the Transfer Agent prior to the Offering?
We will need the basics. Among the items you should
be prepared to provide are:
- Issuer Name
- Address and telephone number for corporate
contact
- The underwriter(s) and/or corporate counsel
- Information related to the security such as
the CUSIP number, exchange listing and symbol
and information about the offering; including
the effective date, the price range and the closing
location. If there are selling shareholders we
will need complete information on these. We can
assist you with many of these items and we are
very pleased to address your questions.
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What is ADP's role
in the voting process?
Brokers are obligated to pass annual materials,
including a proxy, to all of their clients holding
stock in your company. To accomplish this, most
hire ADP. ADP will obtain the appropriate number
of sets of materials and forward them to the street-name
holders. Voted proxies are returned to ADP which
tabulates the vote and forwards this to the transfer
agent for inclusion with the other votes being gathered
for the Meeting. ADP will present the company with
a separate bill for its forwarding services.
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What is DTC eligible and how
does my company achieve this status?
DTC or Depository Trust Company is an American
security depository and operates the book-based
system in the United States.
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What is a CUSIP number?
CUSIP stands for Committee on Uniform Securities'
Identification Procedures. A CUSIP number specifically
identifies a particular security. This number is
particularly important within the broker community
in that brokers make all identification of securities
by the CUSIP number. All issuers are required to
obtain a CUSIP for each security issued.
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What is a "registered owner"?
The registered owner of shares is the shareholder
of record on the books of the corporation, generally
kept by the transfer agent. The registered owner
may be an individual, a trust, a broker, etc. Registered
owners receive communications, proxies, dividends,
etc. directly from the corporation through the transfer
agent. A registered owner differs from a "street
name" owner.
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What is CDS?
The Canadian Depository for Securities Limited
is Canada's national securities depository, clearing
and settlement hub, CDS supports Canada's equity,
fixed income and money markets, handling over 50
million securities trades annually. CDS settles
over 13 million cross-border transactions with the
U.S. annually and has custodial relationships with
the Depository Trust Company, Japan Securities Settlement
& Custody Inc. and Euroclear France.
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What is DTC?
Depository Trust Company (DTC) is basically an
electronic storage and clearing house for securities.
A large portion of the stock held in street name
is held by DTC in electronic or "book" form, registered
under the nominee name of CEDE & Co. You will find
that upwards of 70% of your stock will be held in
street name and much of this will be registered
as CEDE. DTC provides the banks, brokerage firms
and other institutions with an efficient means of
moving securities and settling trades electronically.
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What is "street name"?
Securities held in a broker account and registered
in the name of the broker or other institution is
referred to as being "in street name." As the manager
of a public company, you will see the broker, for
example, as the registered shareholder of your stock.
One broker position will represent any number of
individual owners (beneficial owners), most of whom
will remain anonymous to you.
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What is a Medallion
Signature Guarantee/Signature Guarantee?
In general terms a signature guarantee is the process
whereby the guarantor warrants to the transfer agent
that: a) the signature of the shareholder is genuine,
b) the signer was an appropriate person to endorse
the certificate, and c) the signer has the legal
capacity to sign. The Medallion Signature Guarantee
is the term used to describe the programs that are
in place in the United States and in Canada. Companies
can apply for, pay an insurance premium and if approved,
receive a special stamp to enable them to provide
signature guarantees within the limits of the insurance
they have paid for. The limits are set to the market
value of any one certificate the medallion stamp
appears on. In Canada, in addition to the Medallion
programs, banks may also provide signature guarantees.
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How do I transfer
my certificates to another individual? What
if the shares are registered in the name of
a corporation?
There are many variables that may affect specific
transfers, but, in general, if the certificate
is registered in your name, here are the steps
to follow (if you are delivering your shares
to a broker because you have sold them or otherwise
disposed of them, the requirements will be similar
but you should check to see if they have any
individual requirements):
