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The following information is provided pursuant to Rule 26 of the AIM Rules for Companies. All information is current as of May 20, 2009.
Where not fully described below, please click on the link to be taken to the page directly.
DHX Media Ltd.’s Business
Please see “Home Page”.
DHX Media Ltd.'s Constitutionals Documents
• Articles Of Amendment
• Articles Of Continuance
Board of Directors
Please see “Biographies”.
Board Duties and Committees
Please see “Corporate Charters and Policies”.
Please see “Board Committees”.
Country of incorporation and UK shareholder rights
DHX Media Ltd. is incorporated under the Canada Business Corporations Act and our corporate headquarters is located in Halifax, Nova Scotia, Canada. Our products are sold around the world with the majority of current revenue originating from Canada. DHX Media Ltd is incorporated under the laws and statutes of Canada and consequently the rights of shareholders may be different from the rights of shareholders of a U.K. incorporated company.
Exchanges
DHX Media Ltd.’s common shares are traded on the Toronto Stock Exchange and AIM, a market operated by London Stock Exchange plc, under the stock symbol: DHX
Number of securities in issue and significant shareholders
As of May 20, 2009, there are 44,333,431 shares in circulation. As of this date there are 17,016,707 shares (38%) not in public hands. In so far as the company is aware, the following are significant shareholders*:
| Michael Donovan | 15.79% |
| Charles Bishop | 5.73% |
| Fidelity Northstar Fund | 5.73% |
| Neil Court | 4.36% |
| Steven DeNure | 4.36% |
| Nova Scotia Business Inc. | 3.66% |
*”Significant Shareholders” means holder of 3% or more of the issued share capital of the Company. As a company incorporated under the CBCA, DHX Media is not subject to the provisions of the Disclosure and Transparency Rules (U.K.) of the U.K. Financial Services Authority and consequently, shareholders would not ordinarily be subject to any requirement to disclose to the Company the level of their interests in common shares. DHX Media does not have any statutory obligations on shareholders to disclose to the Company the level of their interests in common shares and therefore the holding described above may not be accurate. Please see our Admission Document dated May 12, 2006 for further information.
Restrictions on share transfer
Approximately 46% of the outstanding common shares are subject to a lockin agreement. Please see our Admission Document, dated May 12, 2006, for further information.
In addition, DHX Media Ltd.’s common shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws. Subject to certain exceptions, none of the common shares may be offered or sold, directly or indirectly, in the United States. Offers and sales of any of the common shares in the United States would constitute a violation of the U.S. Securities Act unless made in compliance with, or not subject to, the registration requirements of the U.S. Securities Act or an exemption therefrom.
Annual report and financial statements
Please see “Financial Reporting”.
Press releases
Please see “Corporate Press Releases”.
Admission document and circulars
Companies listing on AIM, have to maintain a website on which prescribed information is made available to the public free of charge. DHX Media Ltd is incorporated under the laws and statutes of Canada and consequently the rights of shareholders may be different from the rights of shareholders of a U.K. incorporated company.
• AIM Admission Document
DHX Media Ltd. Advisors
Nominated Adviser
Grant Thornton UK LLP
30 Finsbury Square,
London, EC2P 2YU
United Kingdom
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Auditors
Pricewaterhouse Coopers LLP
1809 Barrington Street
Suite 600
Halifax, NS, B3J 3K8
Canada
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Legal Advisers to the Company
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Canada
Blake, Cassels & Graydon LLP
199 Bay Street
Suite 2800, Commerce Court West
Toronto, ON, M5L 1A9
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United Kingdom
Fox Williams LLP
Ten Dominion Street
London, EC2M 2EE
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