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Message: Re: Insider Buying - almost 200k
10
Feb 18, 2014 07:24PM

@Steve,

There are insiders that are subject to the blackout as MrsShepherd has stated, like directors, etc. and those who are not such as Pinetree. Pinetree (on paper), has no more knowledge of the inner working of POET than you or I and cannot be told by POET not to buy or sell. So Shelly isn't bound by any blackout.

On another note, SI is close to becoming what the TMX defines as a "control person", which is above an ordinary insider as they are deemed to have material control over the company.

Here is the definition from TMX:

http://www.tmx.com/en/pdf/manual.pdf

“Change of Control” includes situations where after giving effect to the contemplated transaction and as a result of such transaction:
(a) any one Person holds a sufficient number of the Voting Shares of the Issuer or Resulting Issuer to affect materially the control of the Issuer or Resulting Issuer,
or
(b) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, hold in total a sufficient number of the Voting Shares of the Issuer or Resulting Issuer to affect materially the control of the Issuer or Resulting Issuer,

where such Person or combination of Persons did not previously hold a sufficient number of
Voting Shares to affect materially the control of the Issuer or Resulting Issuer. In the absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding more than 20% of the Voting Shares of the Issuer or Resulting Issuer is deemed to materially affect the control of the Issuer or Resulting Issuer.

I think SI only needs control over another 1.5M shares before POET will announce a change of control.

Interestingly, when I searched Google for "Control Person" "Change of Control" tmx POET`s Stock option plan was on the first page with this section:

http://www.poet-technologies.com/wp-content/uploads/2013/07/Stock-Option-Plan-20131.pdf

6. Terms and Conditions
All options under the Plan shall be granted upon and subject to the terms and conditions hereinafter set forth.

[...]

(l) Effect of a Change of Control
If a Change of Control occurs, all Option Shares subject to each outstanding Option will become fully vested, whereupon such Option may be exercised in whole or in part by the Optionee, subject to the approval of the Exchanges, if necessary.

Does this mean that if POET experiences a change of control in the event that SI gets 20% that all options will vest?

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