Invitation for Offers February 12, 2013 J.W. Mason & Sons Limited

J.W. Mason & Sons Limited
Invitation for Offers
February 12, 2013
TITLE AND DISCLAIMER
NOTICE TO READER
The purpose of this Invitation for Offers (the “Invitation”) is to provide a description of
certain assets owned by J.W. Mason & Sons Limited (the “Company”). On the 6th day of
December, 2012, PricewaterhouseCoopers Inc. (“PwCI”) became the Receiver in respect
of certain assets of J.W. Mason & Sons Limited. Application has been filed to have PwCI
appointed by the Supreme Court of Nova Scotia as Receiver of the assets of J.W. Mason
& Sons Limited. PwCI invites offers for the purchase of the assets of J.W. Mason & Sons
Limited. The sale of the assets will be subject to the appointment of PwCI as Courtappointed Receiver, and the Vendor will be PwCI in that capacity.
The information contained herein is based upon information provided by the Company
and is intended solely for use by prospective purchasers of the assets described herein.
This Invitation is not all-inclusive and does not contain all of the information that a
prospective purchaser of the Company may require. While the Receiver has used
reasonable best efforts to ensure that the information contained herein is accurate
and reliable, the Receiver does not make any representations or warranties,
expressed or implied, as to the accuracy or completeness of such information or any
other written or oral communication by the Company, PwCI, or any of the
Company’s other advisors or agents. Prospective purchasers should, in accordance
with the procedures set forth under the “Sales Process” in Appendix B of this
Invitation, conduct their own investigation and analysis and form their own
judgment of the data and assets described.
The Receiver, at its sole discretion, reserves the right at any time to withdraw any or
all of the assets from the solicitation, terminate this solicitation or alter, add or
waive terms and conditions as it deems appropriate. The conveyance of the assets is
subject to the appointment of PwCI as Court-Appointed Receiver, and further
subject to the approval of the Court.
Dated at Halifax, Nova Scotia this 12 day of February, 2013.
PricewaterhouseCoopers Inc.
Receiver of J.W. Mason & Sons Limited
Philip Clarke, CA•CIRP
Senior Vice President
2
TABLE OF CONTENTS
Assets for Sale
Parcel 1 – Land, Plant Facility, and Storage Buildings
Parcel 2 – Land located in Three Mile Plains, Martock, and Garlands Crossing
Parcel 3 – Residential House located at 824 Windsor Back Road
Parcel 4 – Residential House located at 798 Windsor Back Road
Parcel 5 – Land located in Three Mile Plains
Parcel 6 – Land and Storage Buildings located at 513 Windsor Back Road
Parcel 7 – Land located at 836 Windsor Back Road
Parcel 8 – Office Equipment
Parcel 9 – Farm Equipment
Parcel 10 – Plant Equipment
Appendix A – Site and Photographs
Appendix B – Sale Process
Appendix C – Terms & Conditions of Sale
Appendix D – Form of Offer
Page
4
5
7
8
8
9
9
9
9
10
12
13
20
21
26
3
ASSETS FOR SALE
Background
The Company operates from its facilities located in Three Mile Plains, Hants County,
Nova Scotia and owns numerous properties measuring approximately 454 acres. Three
Mile Plains is located outside the town of Windsor, which is located 50km west of
Halifax and 30km east of Kentville at the eastern end of the Annapolis Valley. The town
has excellent road connections to Halifax via Highway #101, which has been twinned
almost to Windsor in recent years.
The Company owns approximately 128 acres of apple orchard, where most of it has been
replanted over the past 15 years at densities of 160-250 trees per acre. The average age of
the orchard is 12 years. Estimated break-down is:
-
Honeycrisp (25 acres)
Other varieties of apples (103 acres)
Cleared land (56 acres)
Woodland (96 acres)
Cutover woodland (170 acres)
Plant facility, residential houses (4 acres)
The apple composite break-down as a percentage of total bins produced, based on
internal documents, are as follows:
Variety
2012
# of bins
%
%
2011
# of bins
Cortland
906
28%
464
16%
Gala
116
4%
74
3%
Golden Delicious
141
4%
207
7%
Gravenstein
0
0%
26
1%
Honeycrisp
688
21%
392
14%
JerseyMac
103
3%
225
8%
Macintosh
1,188
37%
1,213
42%
Red Delicious
42
1%
46
2%
Rome
12
1%
23
1%
Vistabella
1
0%
48
2%
Juice Apples
0
0%
100
3%
45
1%
41
1%
3,242
100%
2,859
100%
Mutsu
4
The company owns 11 parcels of land measuring a total of 454.2 acres and as described
below:
#
PID
Honeycrisp
Orchard
Other
Orchard
Cleared
Land
1
45001203
2
45001229
3
45001245
4
45001278
5
45001690
6
45001716
7
45003431
7.6
6.3
8
45196698
7.0
3.0
9
45337763
2.1
10
45342839
10.5
11
45369212
Woodland
Cutover
Woodland
Other
Total
Acres
Parcel
0.1
0.1
3
4.0
5
0.2
4
4.0
0.2
4.0
1.0
5.0
5
6.0
14.0
20.0
40.0
2
6.5
8.9
104.0
2
13.9
2
16.0
1
65.0
2
169.0
2
37.0
6
25.1
30.0
32.2
58.6
2.0
4.0
30.7
14.0
25.0
12.0
102.7
56.3
33.0
95.7
111.5
170.1
4.3
454.2
Note: The “Other” category is comprised of two residential houses and the plant facility.
Parcel 1 – Land, Plant Facility, and Storage Buildings located at 836 Windsor Back
Road (PID: 45196698)
Land consists of orchards, cleared land, woodland, plant facility, and storage buildings.
The site is utilized as the main plant site with ancillary parking, loading, and circulation
space.
The orchard comprises of approximately 7.0 acres with a mix of Mutsu, Macintosh,
Vistabella, and JerseyMac varieties. The age of the trees ranges from 15 to 25 years; with
an overall average age of 22 years. The average tree density is 218 trees per acre. Overall
the orchard represents a mature plantation with stable yields.
The property is zoned as “M-1, Resource Industrial Zone’ and features five buildings.
Note the office equipment, farm equipment, plant equipment (including juicing
equipment) physically included in the buildings are excluded from this Parcel. Juice
processing equipment is not included in this invitation for offers. Specific equipment is
included in Parcels #8, #9, and #10.
Building details are as follows:
Building
Details
Apple Processing Plant & Offices
- Architectural Style: one storey
5
Building
Details
- Age: 1990 plant / 2002 office
- Foundation: poured concrete
- Walls: painted concrete block and plywood
- Frame: wood
- Roof: gable, corrugated steel plant / flat, tar and gravel office
- Square footage: 17,646 plant / 2,008 office
- Heating: office only
Juice Processing Plant & Apple
Storage
-
-
Architectural Style: modern purpose built
Age: 1988
Foundation: poured concrete
Walls: concrete block with decorative brick and split face
concrete block to front and partial side elevations, pre-finished
metal panels to remainder
Frame: steel
Roof: low slope, corrugated steel panels
Insulation: fibreglass batt, spray on foam to cold storage rooms
Square footage: 10,570
Heating: office only
Apple Cold Storage #1
-
Architectural Style: one storey purpose built
Age: 1981
Foundation: poured concrete
Walls: corrugated steel panels
Frame: wood
Roof: gable, metal corrugated panels
Insulation: spray on foam
Square footage: 9,096
Heating: none
Apple Cold Storage #2
-
Architectural Style: one story
Age: 1980
Foundation: poured concrete
Walls: concrete block
Frame: wood
Roof: corrugated steel
Insulation: spray on foam
Square footage: 9,572
Heating: none
Misc. Storage
-
Age: Unknown
Foundation: concrete slab
Walls: metal
Height: clear height 18 feet
Square footage: 3,114
Heating: none
6
Parcel 2 – Land located in Three Mile Plains, Martock, and Garlands Crossing
(PIDs: 45001690, 45001716, 45003431, 45337763, and 45342839)
Land consists of Honeycrisp orchards, other orchards, cleared land, woodland, and
cutover woodland.
PID
Details
PID# 45001690
- 40 acres located on the north side of Windsor Back Road
- Site comprises mainly under drained apple orchard comprising
semi-dwarf varieties with a cleared area to the rear boundary
- Orchard comprises approximately 20 acres with a mix of
Cortland, Gala and Honeycrisp varieties
- The age of the trees ranges from new plantings to 12 years; with
an overall average age of 3 years
- The average tree density is 179 trees per acre with the older
varieties at 159 trees per acre
- Overall the orchard represents a newly maturing plantation with
increasing yields
PID# 45001716
- 104 acres located on the south side of Windsor Back Road
- Site includes under drained apple orchard comprising semidwarf varieties, cutover land, and an area of wooded land at the
rear of the PID
- Orchard comprises approximately 15.4 acres planted with a mix
of Cortland, Paula Red, Gala and Honeycrisp varieties
- The age of the trees ranges from new plantings to 48 years; with
an overall average age of 13 years
- The average tree density is 205 trees per acre
- Overall the orchard represents a newly to semi mature plantation
with stable yields for the older varieties and increasing yields for
the new varieties
PID# 45003431
- 14 acres off of Burgess Drive
- Site comprises approximately 7.6 acres with a mix of Cortland
and Macintosh varieties
- The age of the trees ranges from 9 to 20 years; with an overall
average age of 15 years
- The average tree density is 175 trees per acre
- Overall the orchard represents a mature plantation with stable
yields
PID# 45337763
- 65 acres located on the northern side of Windsor Back Road
- Site comprises mainly under drained apple orchard comprising
semi-dwarf varieties with a wooded area to the rear boundary
- Orchard comprises 35 acres with a mix of Jonagold, Cortland,
Macintosh, Golden Delicious, Gravenstein, JerseyMac, Mutsu,
Roma, and Honeycrisp, as well as several small plantings of
miscellaneous varieties
- The age of the trees ranges from new plantings to 26 years; with
an overall average age of 13 years
- The average tree density is 206 trees per acre
7
- Overall the orchard represents a mainly semi mature plantation
with stable yields
PID# 45342839
- 169 acres located on the south side of Windsor Back Road
- Site includes under drained apple orchard comprising semidwarf varieties, cleared land along the road frontage, cutover
land and an area of wooded land at the rear of the PID
- Orchard comprises approximately 10.5 acres of the Honeycrisp
variety
- The age of the trees ranges from 1 to 5 years; with an overall
average age of 3 years
- The average tree density is 242 trees per acre
- Overall the orchard represents a newly developing plantation
with increasing yields
Parcel 3 – Residential House located at 824 Windsor Back Road (PID: 45001203)
Residential bungalow located in the community of Three Mile Plains. It is situated on
concrete footings with no basement. Specifics include:
-
Age: 1950’s
Design: bungalow
Roof: asphalt shingle
Construction: wood frame
Foundation walls: concrete footing
Exterior finish: vinyl
Flooring: carpet, vinyl tile, ceramic
Heating: forced air
Square footage: 1,202
Parcel 4 – Residential House located at 798 Windsor Back Road (PID: 45001245)
Two unit raised bungalow located in Three Mile Plains. Main floor has a front entrance,
living room, kitchen and two appliances, three bedrooms, laundry room, and a four piece
bathroom. Basement is developed with an apartment with a kitchen with two appliances,
living room, four piece bathroom, three bedrooms, and a laundry area. Specifics include:
-
Age: 1960’s
Design: two unit bungalow
Roof: asphalt shingle
Construction: wood frame
Foundation walls: poured concrete
Exterior finish: wood siding
Flooring: carpet, vinyl tile
Heating: electric baseboard, hot water
Square footage: 2,084
Garage: one car detached
8
Parcel 5 – Land located in Three Mile Plains (PID: 45001229 and 45001278)
Land consists of orchards and cleared land.
Parcel 6 – Land and Storage Buildings located at 513 Windsor Back Road (PID:
45369212)
Land consists of orchards, cleared land, and three storage buildings:
Building
Details
Misc. Storage
-
Walls: metal
Floors: concrete
Roof: metal
Height: 15 feet
Square footage: 4,000
Heating: none
Farm Equipment Storage #1
-
Walls: metal
Floors: concrete
Roof: metal
Height: 15 feet
Square footage: 2,800
Heating: none
Farm Equipment Storage #2
-
Walls: metal
Floors: concrete
Roof: metal
Height: 15 feet
Square footage: 2,100
Heating: none
Parcel 7 – Land located at 836 Windsor Back Road (PID: 45199510)
Cleared land located on the corner of the plant facility property (Parcel 1) measuring
approximately 27,300.0 square feet.
Parcel 8 – Office Equipment
Description
8ft x 6ft Mahogany Veneer 3 Drawer Reception/Work Station
Office Chairs on Casters
Konica Biz Hub 200 Copier
L Shaped Mahogany Veneer 2 Drawer Desk
PC With 24in LCD Monitor
6ft Mahogany Veneer Bookshelf
PC With 17in LCD Monitor
Quantity
1
12
1
4
1
3
1
9
Description
PC With 17in CTR Monitor
5ft Mahogany Veneer 4 Drawer Desk
Coat Tree
NEC SV8100 Phone System With 8 DT300 Handsets
In Lots
Microwave Oven
Fellowes DM17CS Shredder
5 Drawer Lateral File Cabinet
4 Drawer Lateral File Cabinet
4 Drawer Legal File Cabinet
HP F4180 Deskjet Printer
Metal Desk 5 Drawer
Modular Work Station
Zebra Labeller 2746E
Quantity
3
1
2
1
1
1
1
2
3
1
1
2
1
Parcel 9 – Farm Equipment
Description
1977 Massey Ferguson MF40 B Tractor - Ser#9A256413
1977 International Bulldozer TD 15 - Ser#3333
2000 Massey Ferguson MF 394 S Tractor - Ser#7057H39145
1978 Massey Ferguson MF184 Tractor - Ser#2201307
1977 International 574 Tractor - Ser#B112771
1985 Massey Ferguson 690 Tractor - Ser#T255020
1993 Landini 85F Tractor - Ser#7033B42107
2001 Case MX100 - Ser#AS455E1055651
1978 Massey Ferguson MF184-4 Tractor - Ser#2201324
1996 Massey Ferguson 374 Tractor - Ser#7052E13152
1979 Massey Ferguson 245 Tractor - Ser#9A300553
Massey Ferguson 135 - Ser#171846
Massey Ferguson 230 Tractor Ser#9A307288
1998 Cat Propane Forklift Ser#AT31A50336 GP18K – 6,826 hrs
1996 Cat Propane Forklift GP25 - Ser#5AM01100 – 4,492 hrs
Bean 242F Sprayer - Ser#A321223
1993 Freightliner Road Tractor - Ser#2FUPDFYB6PA422902
2006 Chev Silverado 1500 Reg Cab - Ser#3GCEC14X26G155034
Patu 597 Log Loader Trailer
2004 Volks Gulf 4 Dr. - Ser#9BWFR21J444026737
1973 Air Stream Travel Trailer - Ser#127D3J5064
International Harvester Tractor 574 - Ser#B112771
Holland Rotary Transplanter
Reigi Single Row Weeder
Snow Blower
Quantity
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
10
Description
Tandem Flatbed Trailer
Ferguson Tilrovator
Landpride Landscape Rake
Seppi Flail Mower
Rear Scraper Blade
Bush Hog 5ft Mower
Woods Batwing 315 Mower
Tractor Bin Forks
International Spring Tooth Harrow
Snow Blade 10ft (On MX100 Tractor)
Agrotec Sprayer
Brillion Grass Seeder
Round Bale Unroller
Kinkelder Sprayer Model Royal RHO35
John Deere Bucket
Herbicide Sprayer
White 251 Disc Harrow
Cyclo Air 950 Corn Planter
Large Fertilizer Spreader Hopper on Trailer
Small Fertilizer Spreader
Egedai Tree Remover Model 162160
Bauer Irrigation Reel
International Harvester Cultivator
Kvernland 3 Furrow Plow (broken)
Kvernland 4 Furrow Plough AB85
Hankmo 90 Wet Land Cultivator
Case 350 Harrow
Case Chisel Plough 5600
Forano Cultivator
Case Land Finisher
Case 3850 Disc Harrow
Case 4391TA Power Unit
MF33 Grain Drill
Bean FMC LV400 Sprayer
4 Furrow Hiller
Degelman 073 Rock Picker
Soil Roller
Fiberglass Spray Tank
Pulverisateur MS Boom Sprayer
Rear Tractor Sprayer
Agtec 5000 rotating Field Crop Spray Head
Woods 214 Batwing Mower
Irrigation Pump
Quantity
2
1
1
1
1
1
1
10
1
1
2
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
11
Description
Knight 710 Slinger Manure Spreader
Massey Ferguson 124 Baler
Hydraulic Forks
Woods SGT 72 Rotary Hoe
John Deere MX7 Mower
Dump Trailer Hydraulic
Case W14 Loader
3 Pt Hitch Irrigation Stationary Stand
Small Cultivator
Tree Planter
Irrigation Pipe (Aluminum) In Lots
Quantity
1
1
1
1
1
1
1
1
1
1
1
Parcel 10 – Plant Equipment
Description
FMC Mechanical Weight Sizer Line
Consisting of Dry Dump with 2 Lane and 4 Sizing Tables - used for
more fragile apples (ones that bruise easily)
Pallet Jack
Orion Pallet Wrapper Model M671S-17
Powell Machinery Apple Sorting Line
Consisting of Floatation Bin Dumper, Exit Conveyor with Visual
Inspection, Chain Sizer, Drying Fans, Cleaning Brushes & Waxing
Brushes, Infrared Propane Heater, Propane Fired Infrared Dryer,
Singulator to Apple Cup Holders, to Return Flow Packing Belt where
bruised or damaged apples are placed on Cull Belt Line, ejected and
sent to Juice area, other apples are bagged and boxed put on conveyor
to common area
Propane Powered Floor Scrubber, Powerstar Pioneer Eclipse
Ser#63593 253 hrs
Toledo Scale 1000 lb/500KG Model 4181
Masstec Exact Weight Scale 12lb Capacity Device#865
Digital Time Clock
1987 MAF-RODA MF 84 Ser#20 Apple Sorting Line
(never used) not put together
Quantity
1
1
1
1
1
1
2
1
1
12
APPENDIX A – SITE AND PHOTOGRAPHS
Front of the Apple Processing Plant & Offices Building
Offices inside the Apple Processing Plant & Offices Building
13
Manufacturing Line inside the Apple Processing Plant & Offices Building
Back of the Apple Processing Plant & Offices Building
14
Front of the Juice Processing Plant & Apple Storage
Back the Juice Processing Plant & Apple Storage
15
Apple Cold Storage Building #1
Apple Cold Storage Building #2
16
Misc. Storage Building
Residential House located at 824 Windsor Back Road
17
Residential House located at 798 Windsor Back Road
Storage Building located at 513 Windsor Back Road
18
Storage Building located at 513 Windsor Back Road
Storage Building located at 513 Windsor Back Road
19
APPENDIX B – SALE PROCESS
Sale Process
PwCI intends to make the Invitation available to all interested parties. Prospective
purchasers are invited to submit an offer for the purchase of the assets as described within
this Invitation.
The Sale Process will be managed in accordance with the following procedures
established by PwCI. PwCI retains the right at any time to terminate or alter the Sale
Process without compensation to any party.
Offers to Purchase
Following the review of the Invitation, prospective purchasers are asked to submit a
binding offer to purchase in the form attached in Appendix D to the Halifax office of
PwCI at the address noted on the form of offer on or before 4:00pm AST, Friday,
March 15, 2013. This binding offer to purchase should include the following details:

The purchase price, based on the attached Terms & Conditions;

A certified cheque or bank draft for 15% of the purchase price;

The names of the financial and legal advisors and other key consultants retained
by the prospective purchaser in connection with the proposed transaction.
PwCI will review the offers to purchase and select the final acquirer. PwCI does not have
to accept the highest or any offer. PwCI intends to select the offer considered to be most
favourable in terms of meeting the Receiver’s objectives. The sale of the assets will be
subject to Court approval.
Prospective purchasers may obtain a more detailed description of the assets and viewing
arrangements of the assets by contacting Paul Pettigrew at 902-491-7412, by email at
[email protected] or by writing to the address below:
PricewaterhouseCoopers Inc.
Court Appointed Receiver of J.W. Mason & Sons Limited
1601 Lower Water Street, Suite 400
Halifax, NS B3J 3P6
20
APPENDIX C – TERMS AND CONDITIONS OF SALE
PRICEWATERHOUSECOOPERS INC.
COURT APPOINTED RECEIVER OF J.W. MASON & SONS LIMITED
TERMS AND CONDITIONS OF SALE
1.
The Vendor is PricewaterhouseCoopers Inc., in its capacity as Court Appointed
Receiver of J.W. Mason & Sons Limited (“Vendor” or “Receiver”) and not in its
personal capacity.
2.
The assets being offered for Sale, pursuant to these Terms and Conditions of Sale,
consist of the Vendor’s interest in the assets as described in the Invitation for
Offers to purchase assets, property description and equipment list (the “Assets”).
3.
Offers marked “Offer – J.W. Mason & Sons Limited” addressed to
PricewaterhouseCoopers Inc., 1601 Lower Water Street, Suite 400, Halifax, Nova
Scotia B3J 3P6, must be received by PricewaterhouseCoopers Inc. no later than
4:00 pm AST, Friday, March 15, 2013.
4.
Each offer must be accompanied by a certified cheque or bank draft payable to
"PricewaterhouseCoopers Inc. - In Trust", for an amount equal 15% of the purchase
price. Wire transfers will be accepted. If an offer is accepted and approved, the
cheque or bank draft shall be deemed a cash deposit and the balance of the
purchase price shall be paid to the Vendor, at the times and on the terms and
conditions herein set out. The purchaser hereby agrees that the deposit constitutes a
genuine pre-estimate of damages and that the deposit will be forfeited as liquidated
damages by the purchaser to the Vendor if the offer is withdrawn at any time before
notification of the acceptance of the successful offer has been given. Otherwise, the
deposit shall be returned to the purchaser if the offer is not accepted; if the offer is
accepted, the deposit will be dealt with in accordance with the Terms and
Conditions of Sale.
5.
All offers shall be submitted on the required Form of Offer, which is attached to
these Terms and Conditions of Sale. The Vendor may reject offers that are not on
the required Form of Offer.
6.
In consideration of the Vendor making available these Terms and Conditions of
Sale, other information and the opportunity of inspection and/or in consideration of
the Vendor receiving offers, each prospective Purchaser agrees that its offer is
irrevocable and cannot be retracted, withdrawn, varied or countermanded prior to
acceptance or rejection thereof
21
7.
In the event that some of the offers submitted are substantially for the same terms
and/or amounts, the Vendor may in its sole discretion call upon those prospective
purchasers to submit further offers. In the event no offers are accepted by the
Vendor with respect to the Parcel or any part thereof, the Vendor shall have the
right to negotiate for the sale of any or all of the assets described therein with
respect to such Parcel or any part thereof, with any person including any person
who has previously submitted an offer for the subject Assets.
8.
The Vendor, at its discretion, may waive or vary any or all of the Terms and
Conditions of Sale or its advertisement, or withdraw this Invitation for Offers.
9.
The highest or any offer shall not necessarily be accepted. Preference will likely be
given to en bloc offers.
10.
If the Vendor accepts any offer, then such acceptance shall be communicated to the
successful prospective Purchaser within ten (10) business days of the date fixed for
the closing of offers. Such notice may be by telephone, email, facsimile or other
means of recorded telecommunications or by registered mail or delivery. Notice of
acceptance shall be deemed effectively given when so delivered, telephoned or sent
by facsimile or other means of recorded telecommunication or on date of deposit in
a post office if mailed by registered mail, as the case may be. Upon such
acceptance, there shall be an Agreement of Purchase and Sale between the Vendor
and the Purchaser on the terms contained herein and the offer, these Terms and
Conditions of Sale, and the acceptance shall be sufficient evidence of such
Agreement. The conveyance of the Assets is subject to the appointment of the
Vendor as Court-Appointed Receiver, and further subject to the approval of the
Court.
11.
Conveyance of the Assets shall be by way of the Receiver’s Vesting Certificate,
pursuant to an Order of the Supreme Court of Nova Scotia approving the sale of the
Assets.
12.
Certified cheques, bank drafts, or wire transfers accompanying offers that are not
accepted by the Vendor will be returned, without interest, to the address given in
the offer within ten (10) business days of the date fixed for the closing of offers.
13.
The balance of the purchase price shall be paid to the Receiver by cash, wire
transfer or bank draft upon closing, which closing shall occur within thirty days
after acceptance of offers by the Receiver provided that where Court approval has
not been obtained within 10 days of the date of acceptance, the closing date shall be
extended until 30 days after Court approval, or on such other date as may be
mutually agreed between the Vendor and Purchaser. No equipment may be altered
or removed until the entire purchase price has been paid to the Receiver.
14.
Upon closing of the sale contemplated by the Agreement of Purchase and Sale, the
Purchaser shall be entitled, upon receipt by the Vendor of the Purchase Price, only
to such Deeds, Bills of Sale or Assignments as may be considered necessary by the
22
Vendor to convey the Assets to the Purchaser or the Assignee of the Purchaser
provided that the Purchaser shall remain liable under the Agreement of Purchase
and Sale, not withstanding any assignment thereof by the Purchaser. Any such
Deeds, Bills of Sale or Assignments shall contain only a conveyance of the
Vendor's interest in the Assets and shall not contain any warranty or covenant other
than a covenant that the Vendor has done no act to encumber the Assets.
15.
In addition of the Purchase Price for the Assets being purchased, the Purchaser
shall pay to the Vendor on the Closing Date all applicable federal, provincial and
other taxes unless all necessary Certificates to exempt the Purchaser there from are
provided to the Vendor on or before the Closing Date. The Purchaser shall arrange
its own insurance and there shall be no adjustment for insurance. The Purchaser
shall be responsible for all costs with respect to the obtaining of all Federal,
Provincial, civic and other licenses necessary to carry on a business.
16.
Real Property Taxes will be the responsibility of the Purchaser and shall be in
addition to the purchase price. The Purchaser will be responsible to pay or
otherwise satisfy all Real Property Taxes such that clear title is passed to the
Purchaser.
17.
The obligation of the Vendor to sell, and the Purchaser to purchase, the Assets
shall, at the option of the Vendor terminate in the event that, prior to the Closing
Date of the sale the Assets are substantially destroyed by fire, flood, the elements,
Government action, or civil commotion or any other external cause beyond the
control of the Vendor. Such option to terminate by the Vendor shall be exercised by
giving notice in writing to the Purchaser that it intends to take the proceeds, if any,
payable under any existing insurance policies and terminate the Agreement of
Purchase and Sale. In such an event, the Agreement of Purchase and Sale shall
automatically terminate and be deemed null and void and the deposit money shall
be returned to the Purchaser without interest, cost, and compensation or deduction
and no party shall be liable to another for any costs or damages whatsoever. If the
Vendor does not exercise such option, the Purchaser, at his option may perform the
Agreement of Purchase and Sale, such option to be exercised in writing, within
seven (7) business days after notice to the Purchaser that the Vendor does not
intend to exercise its option to terminate. In such event, the Purchaser shall be
entitled only to an assignment of any proceeds payable under the existing insurance
policies and transfer of any remaining Assets in full settlement of the Vendor's
obligations to repair or replace the damaged assets and in full satisfaction of this
Agreement of Purchase and Sale. If the Purchaser does not exercise his option, the
Agreement of Purchase and Sale shall be automatically terminated and deemed null
and void and the deposit money shall be refunded to the Purchaser without interest,
costs, compensation or deduction and neither party shall be liable to the other for
any costs or damages whatsoever.
18.
The Vendor shall remain in possession of the Assets until the Closing Date and
completion of the Agreement of Purchase and Sale. Title to the Assets shall not
pass to the Purchaser, nor shall the Purchaser be entitled to possession of same,
23
until the purchase price and all other payments to be made by the Purchaser
pursuant to the Agreement of Purchase and Sale have been paid in full.
19.
The Vendor may pay and discharge out of the monies to be paid by the Purchaser
any liens or encumbrances not being assumed by the Purchaser.
20.
If, on or before closing, it is found that there are property claims, encumbrances,
title defects or charges with respect to any of the Assets being offered for sale
which the Purchaser has not agreed to waive or assume in addition to, or as part of
his offer, and which the Vendor is not willing to discharge, then, subject to the
Vendor’s consent, the offer may be reduced by the Purchaser by the amount of the
value of the claimed or encumbered assets (calculated by prorating the value of the
encumbered assets based on the actual offered price) or the Vendor at its own
option may rescind the agreement to sell the assets in question and the Purchaser
shall be entitled solely to the return of the cash deposit without interest and without
any other compensation of any kind or nature whatsoever for any loss, damages or
other costs.
21.
If no offer for the bulk purchase is accepted for Parcels #1, #8, #9, and #10
combined, then the Purchaser of Parcel #8, #9, and #10 or any part thereof shall
pay the balance of the purchase price and remove all assets within ninety (90)
business days after the Closing Date unless arrangements to the contrary have been
made with the Purchaser of Parcel #1. The property is to be left in condition
acceptable to the Vendor and suitable for sale to other parties.
22.
If the Purchaser fails to comply with these Terms and Conditions of Sale, the
deposit shall be forfeited to the Vendor on account of liquidated damages and the
Assets may be resold by the Vendor in such manner and on such terms as the
Vendor in its sole discretion determines and the Purchaser shall pay to the Vendor
(i) an amount equal to the amount, if any, by which the Purchase Price under the
Agreement of Purchase and Sale exceeds the net purchase price received by the
Vendor pursuant to such resale, and (ii) an amount equal to all costs and expenses
incurred by the Vendor in respect of or occasioned by the Purchaser's failure to
comply with the Agreement of Purchase and Sale.
23.
By submitting an offer, the Purchaser acknowledges that it has inspected the Assets
and that the Assets are sold on an "as is, where is" basis at the time of closing and
that no representation, warranty or condition is expressed or implied as to title,
description, environmental conditions, fitness for purpose, merchantability,
quantity, condition, cost, or quality thereof or in respect of any other matter or thing
whatsoever. Without limitation the Assets are specifically offered as they exist on
closing and with no adjustments to be allowed the Purchaser for changes in
conditions, qualities or quantities of the Assets from the date hereof to the Closing
Date except as specifically provided for in the Terms and Conditions of Sale. Each
Purchaser acknowledges that the Vendor is not required to inspect or count, or
provide any inspection or counting, of the Assets.
24
24.
PricewaterhouseCoopers Inc. acts in its capacity as Receiver as aforesaid and shall
have no personal or corporate liability hereunder or from any Agreement of
Purchase and Sale of contemplated hereby or as a result of any sale contemplated
hereby.
25.
The Terms and Conditions contained herein shall not merge on closing, but shall
survive such closing and remain in full force and effect and be binding on the
Purchaser thereafter.
26.
In the event that disruption occurs with respect to the Canadian or other postal
service, all notices contemplated by these Terms and Conditions of Sale may be
forwarded by telegram or facsimile.
27.
The validity and interpretation of these Terms and Conditions of Sale, and of each
provision and part thereof, and of any Agreement of Purchase and Sale defined
herein, shall be governed by the laws of Nova Scotia and the Courts of the Province
of Nova Scotia shall have exclusive jurisdiction with respect to any disputes arising
out of these Terms and Conditions of Sale or any Agreement of Purchase and Sale
entered into pursuant to these Terms and Conditions of Sale.
28.
If there is any conflict between these conditions and the advertised Invitation for
Offers to Purchase Assets, the terms contained in these Terms and Conditions of
Sale shall prevail.
29.
If there is any conflict between the English version of the Terms and Conditions
and the French version of the Terms and Conditions, the English version shall
prevail. The submission of an offer by a resident of the Province of Quebec will be
deemed to constitute a declaration and acknowledgement by such resident that it
has requested these terms and conditions of Sale, the Form of Offer referred to
herein and all other documentation relating to its offer and the acceptance thereof to
be drawn up in the English language.
30.
The Agreement of Purchase and Sale entered into pursuant to these Terms and
Conditions of Sale shall endure to the benefit of and be binding upon the parties
thereto, and their respective successors and assigns.
31.
All stipulations as to time are strictly of the essence.
PricewaterhouseCoopers Inc.
Court Appointed Receiver of J.W. Mason & Sons Limited
1601 Lower Water Street, Suite 400
Halifax, Nova Scotia B3J 3P6
25
APPENDIX D – FORM OF OFFER
COURT APPOINTED RECEIVER’S INTEREST IN CERTAIN ASSETS OF
J.W. Mason & Sons Limited
TO:
PRICEWATERHOUSECOOPERS INC.,
Court Appointed Receiver of J.W. Mason & Sons Limited
1601 Lower Water Street, Suite 400
Halifax, Nova Scotia, B3J 3P6
Attention: Philip Clarke, CA·CIRP
(Name of Purchaser)
(Address of Purchaser
- include Postal Code)
(Telephone Number of Purchaser)
TERMS & CONDITIONS
1.
I, we, hereby submit this offer for one or more of the following parcel(s).
The amount shown for each parcel will be considered a separate offer, and if
offering for less than the entire parcel so state and add a detailed and clear
schedule of the offering.
Parcel 1 – Land, Plant Facility, and Storage Buildings
Parcel 2 – Land located in Three Mile Plains, Martock, Garlands Crossing
Parcel 3 – Residential House located at 824 Windsor Back Road
Parcel 4 – Residential House located at 798 Windsor Back Road
Parcel 5 – Land located in Three Mile Plains
Parcel 6 – Land and Storage Buildings located at 513 Windsor Back Road
Parcel 7 – Land located at 836 Windsor Back Road
Parcel 8 – Office Equipment
Parcel 9 – Farm Equipment
Parcel 10 – Plant Equipment
26
2.
I, we, hereby submit this offer for the bulk purchase of the following parcels:
A bulk offer must indicate the value attributed to each parcel included in the bulk
offer. Please make reasonable allocations based on your best knowledge of the
value and conditions of the assets.
Parcel 1 – Land, Plant Facility, and Storage Buildings
Parcel 2 – Land located in Three Mile Plains, Martock, Garlands Crossing
Parcel 3 – Residential House located at 824 Windsor Back Road
Parcel 4 – Residential House located at 798 Windsor Back Road
Parcel 5 – Land located in Three Mile Plains
Parcel 6 – Land and Storage Buildings located at 513 Windsor Back Road
Parcel 7 – Land located at 836 Windsor Back Road
Parcel 8 – Office Equipment
Parcel 9 – Farm Equipment
Parcel 10 – Plant Equipment
Total Offer for Bulk Purchase
3.
The amount of the offer is exclusive of Harmonized and Goods and Services Tax
which shall be payable by the purchaser, where applicable, on assets purchased.
4
Enclosed is the Purchaser’s certified cheque payable to PricewaterhouseCoopers
Inc., In Trust in the amount of $_____________ representing 15% of the total
amount of the offer.
5.
It is acknowledged that this offer is subject to the Terms and Conditions of Sale
issued by the Vendor.
DATED AT _________________________, this
day of ________2013.
(City or Town)
(day)
(month)
(Print name of Purchaser) ______________________________
Per: _______________________________________________
AUTHORIZED SIGNING OFFICER
27
For the information of the Vendor, the attached indicate our proposed counsel for
purposes of this transaction (if none identified as yet, please so indicate):
______________________________
Counsel name
______________________
Telephone number
______________________________
Counsel firm name
28