Canada: Canadian Income Trust M&A

Last Updated: March 6 2007

Article by Brendan Reay, Jeff Lloyd and Michael Gans, © 2007, Blake, Cassels & Graydon LLP

Originally published in Blakes Bulletin on Securities Law, February 2007

With approximately 250 income trusts in Canada, representing an aggregate market capitalization of almost C$200 billion, income trusts form a significant part of the Canadian capital markets. Until recently, however, there had been limited M&A activity involving Canadian income trusts as targets, outside of the more mature oil & gas and real estate investment trust (REIT) sectors. This may have been due in part to the relatively high valuations afforded income trusts in the Canadian public markets, and the fact that the "business" income trust sector (consisting generally of businesses outside of the resource and real estate sectors) has really only emerged in the past five years.

On October 31, 2006 the Canadian federal government announced proposed changes to Canadian tax laws that will significantly reduce or eliminate the tax advantages of Canadian income trusts. The new proposals, when implemented, will create a tax regime for most publicly-traded trusts and partnerships and their investors that will, in effect, be similar to that for public corporations and their shareholders. For income trusts with units listed on a stock exchange or other public market before November 1, 2006, the tax changes would commence beginning in the 2011 taxation year, providing a four-year "grandfathering" period. For more information about these proposed tax changes, see the following issues of Blakes Bulletin on Taxation: November 2006 – Canadian Minister of Finance Announces a Proposed New Tax Regime for Income Trusts and Public Limited Partnerships; December 2006 – Department of Finance Provides Guidance on "Normal Growth" for Income Trusts on December 15, 2006; and January 2007 – Taxation of Income Trusts and Other SIFT Trusts. The October 31 announcement caused an immediate negative impact on the trading prices of the units of most income trusts on the Toronto Stock Exchange. While there has since been some recovery, most observers foresee a permanent reduction in value and possibly further declines as 2011 approaches.

Even before the October 31 announcement, the Canadian market was beginning to experience an increase in M&A activity involving income trusts, including the first unsolicited take-over bids for business income trusts, a bid for PBB Global Logistics Income Fund by Livingston International Income Fund (October 2005), and a bid for Atlas Cold Storage Income Trust by an affiliate of Avion Group HF (August 2006). Many analysts and market participants in Canada predict this M&A activity will accelerate as a result of the proposed tax changes, and a number of M&A transactions have been announced or completed in late 2006 and the early part of 2007. Recent transactions include:

  • a take-over bid for Calpine Power Income Fund by Harbinger Capital Partners (December 2006)
  • the purchase of the operating subsidiary of Halterm Income Fund by an affiliate of Macquarie Infrastructure Partners (December 2006)
  • the proposed purchase of Lakeport Brewing Income Fund by Labatt Brewing Company Limited (announced in February 2007)
  • the privatization of Bell Nordiq Income Fund by its majority unitholder Bell Aliant Regional Communications Income Fund (January 2007) and the proposed privatization of Great Lakes Carbon Income Fund by Rain Commodities (USA) Inc. (announced in February 2007).

This Blakes Bulletin focuses on legal issues particular to M&A transactions involving income trusts and real estate investment trusts (REITs)1.

INITIAL CONSIDERATIONS

What Are The Terms Of The Income Trust’s Declaration Of Trust?

An income trust is created under a Declaration of Trust or similar agreement and is not governed by business corporations legislation. A Declaration of Trust is an agreement that establishes the trust, sets out the relationship between the trustees of the trust and the unitholders, and governs the activities of the trust. For an income trust, the Declaration of Trust is in essence the equivalent of a corporation’s governing statute, articles and by-laws. Among other things, the Declaration of Trust provides for:

  • the attributes and entitlements of the income trust’s units
  • the procedures for calling and holding unitholder meetings and voting of units
  • unitholder approval of fundamental transactions, such as mergers or the sale of all or substantially all assets
  • a mechanism for unitholders to approve amendments to the Declaration of Trust, often with the ability to do so by written resolution of the holders of a specified percentage of outstanding units
  • a compulsory acquisition mechanism that may be utilized by an offeror following a successful take-over bid.

The Declaration of Trust is usually drafted to be similar to equivalent provisions in Canadian business corporation statutes in many (but not all) respects, and to conform to market standards. However, each Declaration of Trust is unique. The differences between a particular Declaration of Trust and equivalent provisions of corporations legislation can be highly significant in an M&A context.

Is There A Retained Interest And What Are Its Terms?

In many income trust initial public offerings, an equity ownership stake was retained by the vendor(s) or sponsor(s) of the income trust’s underlying business. This is commonly referred to as a "retained interest". A retained interest in an income trust is typically held in the form of units of a subsidiary limited partnership, or shares of a subsidiary corporation, that are exchangeable for units of the publicly-traded income trust at the option of the retained interest holder. In some cases, the rights of the retained interest holders to receive cash distributions are "subordinated" to those of the income trust’s unitholders for a period of time or until certain conditions are satisfied. In these cases, the retained interest generally cannot be exchanged for trust units until the subordination period has ended.

The terms and size of a retained interest can significantly impact a potential M&A transaction. Some considerations include:

  • the retained interest holder will typically have the right to exchange its interest for units of the income trust, on a conditional basis, in order to tender the underlying units to a take-over bid made for units of the income trust (even where the retained interest is subordinated)
  • retained interest holders are often entitled to vote at meetings of unitholders of the income trust together with holders of trust units (by virtue of "special voting units" of the income trust or a similar entitlement), and therefore would be entitled to vote on a proposed transaction requiring unitholder approval
  • the size or terms of the retained interest may not allow an acquiror to implement a compulsory acquisition or non-consensual going-private transaction to obtain 100% ownership, necessitating a negotiated transaction
  • the terms of the retained interest may include "coat-tail" provisions that could require a purchaser of the retained interest to make a take-over bid for all of the units of the income trust in certain circumstances.

The holder of a retained interest may also have governance rights in relation to the income trust or its subsidiary entities, such as special approval or veto rights over particular transactions, rights to board representation and pre-emptive rights. In some cases, particularly where the income trust’s operating business was formerly a division or subsidiary of another public company, there may be important commercial contracts (such as management or supply arrangements) between the income trust and the retained interest holder as well. Such rights may give the retained interest holder substantial leverage in any proposed M&A transaction.

Income Trust Distributions

Income trusts make regular (typically monthly) cash distributions to unitholders, and unitholders will expect to continue to receive distributions pending completion of an M&A transaction. Distributions are usually payable to holders of record on the last business day of each calendar month, and paid within 15 or 30 days of the end of the month. An M&A transaction involving an income trust should permit the income trust to continue making its regular cash distributions pending completion of the transaction. The applicable distribution record dates and payment dates should be taken into account when determining the pricing and timing of completion of an M&A transaction. Unitholders expect to receive cash distributions for the month in which they held units of the income trust, so completing a transaction late in a calendar month, but before the record date for distributions, will likely not be popular unless unitholders are compensated for the "lost" distribution. Once a distribution record date occurs, unitholders are entitled to the distribution declared for the applicable month. If an acquisition is completed after a distribution record date, but before payment of the distribution, the parties will need to make provision for payment of the distribution to persons who held units on the record date, even if all the units have subsequently been redeemed or acquired.

THE LEGAL FRAMEWORK FOR INCOME TRUST M&A

Canadian Provincial Securities Laws Apply

Income trusts are "reporting issuers" under Canadian provincial securities laws, and those laws will apply to a take-over bid or other M&A transaction involving an income trust as they would for any other public issuer. In particular:

  • the take-over bid rules of Canadian provincial securities laws will apply to a take-over bid for an income trust
  • the proxy solicitation and information circular rules of Canadian provincial securities laws will apply to any transaction that is to proceed with the approval of the income trust’s unitholders at a meeting of unitholders
  • Ontario and Québec rules relating to "business combinations", "going-private transactions" and "related party transactions" will apply to M&A transactions involving income trusts. These rules impose formal valuation and minority securityholder approval requirements on, among other things, compulsory acquisitions and second step "squeeze-out" transactions. Exemptions from some of these requirements will often be available in an arm’s length acquisition, provided that specific procedures are followed and disclosures made.

Unitholder-Approved Transactions

A unitholder-approved acquisition of an income trust may proceed in a number of different ways, depending on the objectives of the parties and the structure of the target income trust. Examples of possible acquisition structures include:

  • the acquiror may subscribe for units of the income trust in return for the acquisition consideration proposed to be paid to the public unitholders, with the target income trust then redeeming all of the publicly-held units in return for such acquisition consideration
  • the acquiror may purchase equity and debt securities of one or more subsidiary entities of the income trust from the income trust in return for the acquisition consideration, with the income trust then redeeming all of its units in return for such acquisition consideration, with the trust ultimately being terminated
  • the acquiror could purchase all of the assets of the operating subsidiary of the target income trust in return for the acquisition consideration, with the acquisition consideration being distributed through the income trust structure and ultimately to unitholders, with the trust ultimately being terminated.

In each case, approval by the income trust’s unitholders will be required for a number of elements of the transaction, including (i) the disposition of all or substantially all assets by the income trust or a subsidiary of the income trust, and (ii) amendment of the target income trust’s Declaration of Trust to provide for mandatory redemption of its units.

To implement such a transaction, the target income trust must hold a unitholder meeting to seek approval of the transaction by a special resolution of unitholders. In most cases, the threshold for approval will be an affirmative vote by at least twothirds of the votes cast by unitholders in attendance and voting on the resolution. If retained interest holders have been granted voting rights, as described above, those votes will typically be counted together with the votes of the income trust’s unitholders for the purposes of unitholder approval.

For a unitholder-approved transaction such as those described above, there will typically be an agreement between the acquiror and the target income trust, as in other friendly M&A transactions. Such an agreement would be expected to contain customary provisions relating to calling and holding of the unitholder meeting, conduct of business by the target, and deal protections such as a break fee, a non-solicitation covenant and/or a right for the acquiror to match other offers.

A cash transaction will be a taxable event for Canadian resident unitholders (other than tax-exempt unitholders). Generally speaking, unitholders would be expected to prefer a transaction in which they receive returns of capital and/or capital gains treatment rather than income from a Canadian taxation perspective. This can usually be achieved if the acquiror purchases units of the income trust directly from unitholders, and may also be possible where the income trust sells securities of a subsidiary to the acquiror and distributes the proceeds of sale to unitholders.

If the consideration consists of securities of the acquiror, it may be possible to structure a transaction that is tax-deferred for unitholders. For example, where both parties in an M&A transaction are income trusts, and the acquisition consideration consists of units of the acquiror, a transaction may be structured as a "qualifying exchange" transaction under the Income Tax Act (Canada) and achieve a tax deferral for the unitholders of the target income trust. This method was utilized in the acquisition of Calpine Natural Gas Trust by Viking Energy Royalty Trust in 2005 and the privatization of Bell Nordiq Income Fund by Bell Aliant Regional Communications Income Fund in January 2007.

Take-Over Bids

As with shares of a public company, units of an income trust may be acquired by formal take-over bid. Take-over bids are subject to the requirements of applicable Canadian provincial securities laws, including:

  • the prospective acquiror (referred to as the offeror) must prepare and send to the target’s securityholders a take-over bid circular in prescribed form
  • a take-over bid must remain open for acceptance for a minimum of 35 days, and the offeror may not take up securities tendered to the bid until the minimum 35-day period has elapsed
  • take-over bids may be made subject to conditions, other than a financing condition
  • neither the offeror nor any person acting jointly and in concert with the offeror may enter into any collateral agreement, commitment or understanding with a holder of the target’s securities that has the effect of providing that holder with consideration of greater value than that offered to other securityholders (commonly known as the prohibition on collateral benefits).

A take-over bid can be made with the support of the trustees and management of the income trust. However, such support is not required and a take-over bid can be made on an unsolicited basis without any agreement from the target. It is often possible to complete a take-over bid more quickly than a unitholder-approved transaction.

A cash take-over bid will be a taxable event for Canadian resident unitholders (other than tax-exempt unitholders). As with unitholder-approved transactions, where securities are offered as consideration, it may be possible to structure a take-over bid in a manner that achieves some tax deferral under Canadian income tax laws for unitholders.

ACQUIRING 100% OF THE TARGET INCOME TRUST WHERE THERE ARE NON-TENDERING UNITHOLDERS

Compulsory Acquisition

A take-over bid for a publicly-held issuer is unlikely to achieve 100% acceptance. As a result, in any take-over bid the offeror will be concerned with how to ultimately acquire 100% of the target issuer. If the target of the take-over bid is an income trust, the process for implementing a compulsory acquisition or other second step transaction can differ, sometimes significantly, from that employed for a corporate target.

Under most Canadian business corporations legislation, where an offeror makes a take-over bid for a class of shares and the offer is accepted by the holders of at least 90% of such shares (excluding those held by the offeror) within 120 days of the date of the bid, the offeror is entitled to acquire the remaining shares of the class through a compulsory acquisition procedure. Shareholders of the target corporation who did not tender to the bid are entitled to the same consideration as that offered in the take-over bid, or to demand "fair value" for their shares and apply to a court to fix such fair value if they do not accept an offer made by the offeror (typically referred to as an appraisal right).

Most income trusts have a compulsory acquisition provision in their Declarations of Trust, but there may be differences from the corresponding rights and procedures found in business corporations legislation. For example:

  • a Declaration of Trust may require that a take-over bid for the income trust achieve 90% acceptance within a shorter period of time than the 120 days provided under corporate law (such as 90 or even 45 days) for a compulsory acquisition to be available to the offeror. Such a short period of time may pose difficulties for an offeror, particularly where the take-over bid is unsolicited. In some cases, offerors have sought to lengthen this period, or reduce the threshold to 66-2/3% acceptance, by having tenders to the bid also constitute approval of a written resolution consenting to desired amendments to the Declaration of Trust, as described below.
  • a Declaration of Trust will often not include an appraisal right for non-tendering unitholders. Without an appraisal right, the second step transaction will at first instance constitute a "business combination" or "going-private transaction" subject to the formal valuation and minority approval requirements of Ontario and Québec related party transaction rules, although there is an exemption for a second step business combination that should be available if proper disclosure is made in the take-over bid circular.

Other Second Step Transactions

As an alternative to a compulsory acquisition, an offeror that acquires 66-2/3% of a Canadian target corporation will typically seek 100% ownership by implementing an amalgamation, share consolidation or other shareholder-approved "going-private" transaction. While there is no statutory procedure for an income trust to amalgamate with another entity, the same objective can be achieved by amending the target’s Declaration of Trust to provide for the mandatory redemption of all non-tendered units in return for the consideration offered in the take-over bid.

Any such transaction will likely be a "business combination" or "going-private transaction", subject to the formal valuation and minority securityholder approval requirements of Ontario and Québec related party transaction rules. In general, if prescribed disclosures are made in the take-over bid circular, a second step transaction will be exempt from the valuation requirements. While minority approval will still be required, if prescribed disclosures are made and certain other requirements are met, the offeror should be permitted to vote units acquired in a take-over bid as part of the "minority" in any required "majority of the minority" approval for a second step transaction.

Amending The Declaration Of Trust By Written Resolution

Second step transactions and, in some cases, compulsory acquisitions involving an income trust will usually require amendments to the target’s Declaration of Trust. Canadian corporate law requires 100% consent for a shareholder resolution in written form, but most income trusts permit amendment of the Declaration of Trust by written resolution of the requisite percentage of unitholders (typically 66-2/3%). This has proven useful to offerors who have, in a number of cases, sought to make desired amendments to facilitate second step transactions through a "consent solicitation" as part of a take-over bid. To make amendments in this way, the offeror’s take-over bid circular will state that tenders to the take-over bid will also constitute approval of a special resolution, in written form, approving desired amendments to the target’s Declaration of Trust. Under Ontario and Québec related party transaction rules, approval for such amendments is required to be obtained at a meeting of unitholders, and therefore exemptive relief from the applicable securities commissions will be required to permit the amendments to be made by written resolution. This exemptive relief has been granted on a number of occasions.

Footnotes

1. For simplicity, we will refer only to income trusts in this bulletin, but the issues discussed would generally be expected to apply equally to REITs, royalty trusts and other publicly-listed trusts.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Events from this Firm
26 Oct 2018, Other, Vancouver, Canada

Cybersecurity, including data privacy and security obligations, has become a critical chapter in every company’s risk management playbook.

30 Oct 2018, Other, Toronto, Canada

Please join us for discussions on recent updates and legal developments in pension and employee benefits as well as employment law issues.

12 Nov 2018, Other, Toronto, Canada

Stories aren’t falsehoods. Stories are the root of all effective human communications: they motivate, animate and clarify. If you aren’t telling stories, you probably aren’t getting your point across.

 
In association with
Related Topics
 
Related Articles
 
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions