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Filed by: McDonald’s Corporation |
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Pursuant to Rule 425 under the Securities Act of 1933 |
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Subject Company: McDonald’s Corporation |
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Commission File No.: 333-137177 |
The following is the text of the website that is being maintained at http://www.ChipotleExchange.com in connection with McDonald’s offer to exchange up to an aggregate of 16,539,967 shares of Chipotle class B common stock which it owns for outstanding shares of McDonald’s common stock, as described in more detail in the exchange offer prospectus. Appendix A hereto includes the information that was published on the website at half-hour intervals on October 4, 2006.
www.ChipotleExchange.com
Last Updated: [Appendix A, row 1]
TABLE A - VWAP
McDonald’s
Common Stock (NYSE: MCD)
[Appendix A, row 2]
Chipotle
Class A Common Stock (NYSE: CMG)
[Appendix A, row 3]
TABLE B - Indicative Calculated Per-Share Values
McDonald’s
Common Stock
[Appendix A, row 4]
Chipotle
Class B Common Stock
[Appendix A, row 5]
Trading Days 1 - 18 of
the offer period
(Tables will be updated daily at approximately 4:30 p.m. New York City Time)
TABLE A:
The daily VWAP
TABLE B: The indicative calculated
per-share value for shares of McDonald’s common stock (MCD) equals the
average of the daily VWAP of MCD on each of the two prior trading days.
The indicative calculated per-share value for shares of Chipotle class B
common stock (CMG.B) equals the average of the daily VWAP of shares of
Chipotle class A common stock (CMG) on each of the two prior trading days. No
indicative calculated per-share values or indicative exchange ratios are
provided for the first day of the exchange offer period as such values require
daily VWAP data for two trading days.
Trading Day 19 of the
offer period
(Tables updated at 30-minute intervals throughout the NYSE trading day.)
TABLE A: The current intra-day
VWAP
TABLE B : Indicative calculated
per-share values shown for MCD and CMG.B equal the current intra-day
VWAP for day 19 for MCD and CMG, respectively.
Trading Day 20 of the
offer period
(Tables updated at 30-minute intervals throughout the NYSE trading day.)
TABLE A : The current intra-day
VWAP
TABLE B : Indicative calculated
per-share values shown for MCD and CMG.B are the actual day 19 VWAP
for MCD and CMG, respectively, averaged with the current intra-day VWAP
for day 20 for MCD and CMG, respectively.
Exchange Offer
On the expiration date of the exchange offer, by 4:30 p.m. New York City time, this website will provide the final calculated per-share value and the exchange ratio showing the number of shares of Chipotle class B common stock that will be exchanged for each share of McDonald’s common stock accepted in the exchange offer and state whether the limit is in effect (which would cause the automatic extension of the exchange offer). The exchange offer will expire at midnight, New York City time, on October 5, 2006, unless extended or terminated.
McDonald’s is offering to exchange up to an aggregate of 16,539,967 shares of Chipotle class B common stock which it owns for outstanding shares of McDonald’s common stock, as described in more detail in the exchange offer prospectus. The exchange offer is designed to permit holders of McDonald’s common stock to exchange their shares for shares of Chipotle class B common stock at a 10% discount to the calculated per-share value of Chipotle class B common stock. Stated another way, for each $1.00 of McDonald’s common stock accepted in the exchange offer, the tendering holder will receive approximately $1.11 of Chipotle class B common stock, based on calculated per-share values, subject to the limit and to proration referred to below.
The final calculated per-share value of each share of McDonald’s common stock and Chipotle class B common stock will be determined by averaging the “daily volume-weighted average price” (or daily VWAP) of the McDonald’s common stock and the Chipotle class A common stock, respectively, on the last two trading days of the originally contemplated exchange offer period. The last two trading days of the originally contemplated exchange offer period are October 4, 2006 and October 5, 2006. Although those dates could change if the offer is extended, those dates will not change if the exchange offer is extended solely as a result of the automatic extension of the exchange offer triggered by the limit.
McDonald’s will announce whether the limit on the number of shares that can be received for each share of McDonald’s common stock tendered is in effect at the expiration of the originally contemplated exchange offer period, through www.chipotleexchange.com and by press release, no later than 4:30 p.m. on the original expiration date. If the limit is in effect at that time, then the exchange ratio will be fixed at the limit and the exchange offer will be extended until 12:00 midnight of the second following trading day to permit shareholders to tender or withdraw their shares of McDonald’s common stock during those days.
The information on this website is being provided solely in connection with the exchange offer and should not be used for any other purpose. You should refer to the exchange offer prospectus for additional information about the exchange offer. Copies of the
exchange offer prospectus, the letter of transmittal, the form of notice of withdrawal and the notice of guaranteed delivery are available through the links at the top of this page. Further information regarding terms used on this website that are underlined and in blue is provided in the glossary below, reachable by clicking on those terms.
Indicative Number of Shares to be Received
The following formula will be used to calculate the number of shares of Chipotle class B common stock that each tendering shareholder will receive for shares of McDonald’s common stock tendered and accepted in the exchange offer.
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Number of shares of |
= |
Number of shares of |
0.9157 and |
100% of the
90% of the calculated
per-share value |
*The number of shares received is subject to a limit of 0.9157 shares of Chipotle class B common stock for each share of McDonald’s common stock accepted in the exchange offer. In addition, if the exchange offer is over-subscribed, the number of shares McDonald’s will accept in the exchange offer would be less than the number of shares tendered and the exchange offer will be subject to proration.
Using the indicative calculated per share values provided in TABLE B in the left column, the indicative number of shares of Chipotle class B common stock that a tendering holder would receive per share of McDonald’s common stock tendered would equal:
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[Appendix A, row 6] |
= 1 share, multiplied
by the |
0.9157 and |
[Appendix A, row 4]
0.9 * [Appendix A, row 5] |
The following table shows how many shares of Chipotle class B common stock would be exchanged for a specified number of tendered and accepted shares of McDonald’s common stock if the indicative calculated per-share values provided in TABLE B above were the calculated per-share values of those shares at the end of the exchange offer.
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Number of shares of
McDonald’s |
Number of shares
of Chipotle class B |
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1 |
[Appendix A, row 7] |
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10 |
[Appendix A, row 8] |
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100 |
[Appendix A, row 9] |
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1000 |
[Appendix A, row 10] |
*Note that the fractional share amount is provided for indicative purposes only. Cash in lieu of fractional shares of Chipotle class B common stock will be distributed in the exchange offer.
Table of Historical Indicative Calculated Per-Share Values
This table shows historical indicative calculated per-share values for shares of McDonald’s common stock and shares of Chipotle class B common stock. During the last two trading days of the originally contemplated exchange offer period, the VWAPs and indicative calculated per-share values will be updated every 30 minutes during the New York Stock Exchange trading day (on the hour and half hour mark). This information will reflect a 20 minute reporting delay. During each of those days, this table provides only the last previously provided indicative calculated per-share value with respect to that day. On the last trading day of the originally contemplated exchange offer period, the daily VWAP shown the prior day will be the actual daily VWAP used in determining the final calculated per-share values.
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McDonald’s |
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Chipotle Class A |
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Chipotle Class B |
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Day |
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Date |
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End-of-Day |
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Indicative |
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End-of-Day |
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Indicative |
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Indicative Exchange |
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1 |
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9/8/2006 |
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$37.0670 |
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N/A* |
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$47.6228 |
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N/A* |
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N/A* |
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2 |
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9/11/2006 |
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$37.4255 |
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$37.24625 |
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$48.6844 |
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$48.15360 |
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0.8594 |
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3 |
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9/12/2006 |
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$37.9356 |
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$37.68055 |
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$50.6325 |
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$49.65845 |
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0.8431 |
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4 |
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9/13/2006 |
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$37.9526 |
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$37.94410 |
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$52.0925 |
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$51.36250 |
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0.8208 |
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5 |
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9/14/2006 |
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$37.4454 |
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$37.69900 |
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$51.1880 |
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$51.64025 |
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0.8111 |
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6 |
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9/15/2006 |
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$37.6231 |
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$37.53425 |
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$51.0653 |
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$51.12665 |
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0.8157 |
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7 |
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9/18/2006 |
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$37.5052 |
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$37.56415 |
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$50.9530 |
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$51.00915 |
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0.8182 |
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8 |
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9/19/2006 |
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$37.5440 |
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$37.52460 |
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$50.2416 |
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$50.59730 |
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0.8240 |
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9 |
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9/20/2006 |
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$37.7985 |
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$37.67125 |
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$51.1174 |
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$50.67950 |
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0.8259 |
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10 |
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9/21/2006 |
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$38.1880 |
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$37.99325 |
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$52.5275 |
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$51.82245 |
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0.8146 |
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11 |
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9/22/2006 |
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$38.2770 |
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$38.23250 |
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$51.8936 |
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$52.21055 |
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0.8136 |
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12 |
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9/25/2006 |
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$38.6101 |
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$38.44355 |
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$52.7931 |
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$52.34335 |
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0.8161 |
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13 |
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9/26/2006 |
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$38.8875 |
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$38.74880 |
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$52.3982 |
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$52.59565 |
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0.8186 |
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14 |
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9/27/2006 |
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$39.7599 |
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$39.32370 |
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$50.8693 |
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$51.63375 |
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0.8462 |
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15 |
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9/28/2006 |
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$39.5044 |
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$39.63215 |
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$49.4819 |
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$50.17560 |
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0.8776 |
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16 |
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9/29/2006 |
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$39.4009 |
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$39.45265 |
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$49.7552 |
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$49.61855 |
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0.8835 |
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17 |
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10/2/2006 |
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$39.4687 |
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$39.43480 |
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$49.2842 |
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$49.51970 |
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0.8848 |
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18 |
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10/3/2006 |
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$39.8014 |
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$39.63505 |
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$49.4847 |
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$49.38445 |
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0.8918 |
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McDonald’s |
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Chipotle Class A |
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Chipotle Class B |
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Day |
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Date |
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Periodic |
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Indicative |
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Periodic |
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Indicative |
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Indicative Exchange |
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19 |
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10/4/2006 |
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[Appendix A, |
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[Appendix A |
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[Appendix A, |
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[Appendix A, |
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[Appendix A, |
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20 |
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10/5/2006 |
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- |
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- |
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- |
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- |
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- |
*No indicative calculated per-share values or indicative exchange ratios are provided for the first day of the exhange offer period as such values require daily VWAP data for two trading days.
Additional
Information
In connection with the proposed disposition by McDonald’s Corporation of its
interest in Chipotle Mexican Grill, Inc. via a tax-free exchange offer,
Chipotle has filed with the Securities and Exchange Commission a registration
statement that includes an exchange offer prospectus. The prospectus contains
important information about the exchange offer and related matters, and
McDonald’s will mail the prospectus to its shareholders. Investors and security
holders are urged to read the prospectus, and any other relevant documents
filed with the SEC, when they become available and before making any investment
decision. None of McDonald’s, Chipotle or any of their respective directors or
officers or the dealer manager appointed with respect to the exchange offer
makes any recommendation as to whether you should participate in the exchange
offer. You can obtain a free copy of the prospectus and (when available) other
related documents filed with the SEC by McDonald’s and Chipotle at the SEC’s
website at www.sec.gov, and those documents may also be obtained for free, as
applicable, from McDonald’s at www.investor.mcdonalds.com or Chipotle at www.chipotle.com.
You can also obtain a copy of the exchange offer prospectus by clicking on the
appropriate link in the top menu of this website. Alternatively, the
information agent for the exchange offer will arrange to send to you the
exchange offer prospectus if you request it by calling 1-866-821-2614
(toll-free in the United States) or at 1-212-440-9800 (elsewhere).
Tendering and Withdrawal
The procedures you must follow to tender your shares in the exchange offer or
to withdraw previously tendered shares will depend on whether you hold your
shares of McDonald’s common stock in certificated form, in uncertificated form
registered directly in your name in McDonald’s share register (“Direct
Registration Shares”), in uncertificated form through the McDonald’s
Corporation Direct Stock Purchase Plan (“MCDirect Shares”), through a broker,
dealer, commercial bank, trust company or similar institution or through a
McDonald’s employee benefit plan. For specific instructions about how to
participate in the exchange offer, see the sections entitled “The Exchange
Offer—Procedures for Tendering” and “The Exchange Offer—Withdrawal Rights” in
the exchange offer prospectus. You can obtain copies of the exchange offer
prospectus, the form of letter of transmittal for registered holders, the form
of notice of withdrawal and the form of notice of guaranteed delivery by
clicking on the appropriate link in the top menu of this website.
Alternatively, the information agent for the exchange offer will arrange to
send to you copies of those documents if you request them by calling
1-866-821-2614 (toll-free in the United States) or 1-212-440-9800 (elsewhere).
RETURN TO TOP
Glossary
calculated
per-share value : Final calculated per-share values will be
equal to (1) in the case of the McDonald’s common stock, the average of the
daily VWAP of McDonald’s common stock on the New York Stock Exchange for the
last two trading days of the originally contemplated exchange offer period, and
(2) in the case of the Chipotle class B common stock, the average of the daily
VWAP of Chipotle class A common stock on the New York Stock Exchange for the
last two trading days of the originally contemplated exchange offer period.
Prior to the end of the exchange offer, this website will display indicative
calculated per-share values, determined in the manner described under
“indicative calculated per-share value” below.
daily VWAP : Daily VWAP means VWAP
for the period beginning at the official open of trading on the NYSE and ending
at the official close of trading on the NYSE, as calculated by Xignite, except
that, on the last trading day of the originally contemplated exchange offer
period, the data used to make that calculation will take into account only
those adjustments to reported trades made by 4:10 p.m. New York City time on
that day.
exchange ratio : The number of
shares of Chipotle class B common stock that will be exchanged for each share
of McDonald’s common stock accepted in the exchange offer. The final exchange
ratio will be available on this website and separately published by press
release by 4:30 p.m., New York City time, on the expiration date of the
exchange offer.
indicative calculated per-share value:
Until the end of the exchange offer, this website will display indicative
calculated per-share values. These indicative values are displayed to assist
tendering shareholders in understanding how the number of shares of Chipotle
class B common stock they would receive in the exchange offer will be
calculated.
From the second to the eighteenth trading day of the exchange offer, the
indicative calculated per-share value of (1) McDonald’s common stock published
on this website will equal the average of the daily VWAP of the McDonald’s
common stock on each of the two prior trading days, and (2) Chipotle class B
common stock published on this website will equal the average of the daily VWAP
of the Chipotle class A common stock on each of the two prior trading days. The
data used to calculate such indicative calculated per-share values will not,
however, be included in the calculation of the final calculated per-share value
for either the McDonald’s common stock or the Chipotle class B common stock.
During the last two trading days (day 19 and 20) of the originally contemplated
exchange offer period, the indicative calculated per-share values published on
this website will equal (1) on the second-to-last day (day 19), the actual
intra-day VWAP for MCD and CMG during the elapsed portion of that day and (2)
on the last day (day 20), the daily VWAP for MCD and CMG of the previous day
averaged with the actual intra-day VWAP for MCD and CMG during the elapsed
portion of that last day. The data used to calculate such indicative calculated
per-share values will be used in determining the final calculated per-share
values.
intra-day
VWAP : Intra-day VWAP means VWAP for the period beginning at
the official open of trading on the NYSE and ending at a specified time in such
day, as calculated by Xignite. Please note that the data used to derive the
intra-day VWAP published on this website during the last two trading days of
the exchange offer is subject to a 20 minute reporting delay.
limit : The number of shares each
tendering holder will receive is subject to a limit of 0.9157 shares of
Chipotle class B common stock for each share of McDonald’s common stock
accepted in the exchange offer. If the limit is in effect, you will receive
less than $1.11 of Chipotle class B common stock for each $1.00 of McDonald’s
common stock, depending on the calculated per-share values of McDonald’s common
stock and Chipotle class B common stock at the expiration date of the exchange
offer, and you could receive much less. The exchange offer does not provide for
a minimum exchange ratio.
proration : If the exchange offer
is oversubscribed and McDonald’s cannot fulfill all tenders of McDonald’s
common stock at the exchange ratio, then all shares of McDonald’s common stock
that are validly tendered will generally be accepted for exchange on a pro rata
basis in proportion to the number of shares tendered. We refer to this as
“proration.” Shareholders (other than participants in the McDonald’s
Corporation Profit Sharing and Savings Plan and the McDonald’s Ventures 401(k)
Plan) who beneficially own “odd-lots” (that is, less than 100 shares of McDonald’s
common stock) and who validly tender all their shares will not be subject to
proration. Proration for each tendering shareholder will be based on the number
of shares of McDonald’s common stock tendered by that shareholder in the
exchange offer, and not on that shareholder’s aggregate ownership of McDonald’s
common stock. The examples provided above assume that there is no proration for
non-odd lot holders.
VWAP : VWAP means the
“volume-weighted average price” per share of the stock on the New York Stock
Exchange during the period specified, as calculated by Xignite.
RETURN TO TOP
Contact Information
Questions or requests for assistance may be directed to the information agent at its address and telephone number listed below.
The information agent for the exchange offer is:
GEORGESON
INC.
17 State Street
New York , New York 10004
1- 866-821-2614 (toll-free in the United States)
1-212-440-9800 (elsewhere)
The dealer manager for the exchange offer is:
MORGAN STANLEY & CO. INCORPORATED
The exchange agent for the exchange offer is:
COMPUTERSHARE TRUST COMPANY, N.A.
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By Mail : |
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Attention: Corporate Actions |
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P.O. Box 859208 |
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Braintree , MA 02185-9208 |
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Re: McDonald’s Exchange Offer |
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By Overnight Courier : |
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Attention: Corporate Actions |
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161 Bay State Drive |
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Braintree , MA 02184 |
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Re: McDonald’s Exchange Offer |
Appendix A
Set forth below is the information published on the www.Chipotleexchange.com website on October 4, 2006 at the times (New York City time) specified below.
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1. Last Updated |
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9:40:00 a.m. |
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10:09:56 a.m. |
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10:39:57 a.m. |
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11:09:59 a.m. |
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11:40:00 a.m. |
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12:10:00 p.m. |
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12:39:57 p.m. |
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2. MCD VWAP |
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$39.8208 |
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$39.8086 |
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$39.8238 |
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$39.8475 |
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$39.8741 |
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$39.8898 |
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$39.8957 |
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3. CMG VWAP |
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$49.3132 |
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$49.2776 |
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$49.4949 |
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$49.6323 |
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$49.7321 |
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$49.7708 |
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$49.8303 |
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4. MCD Indicative Calculated Per- Share Value |
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$39.82080 |
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$39.80860 |
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$39.82380 |
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$39.84750 |
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$39.87410 |
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$39.88980 |
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$39.89570 |
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5. CMG Indicative Calculated Per- Share Value |
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$49.31320 |
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$49.27760 |
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$49.49490 |
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$49.63230 |
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$49.73210 |
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$49.77080 |
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$49.83030 |
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6. Indicative Exchange Ratio |
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0.8972 |
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0.8976 |
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0.8940 |
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0.8921 |
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0.8909 |
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0.8905 |
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0.8896 |
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7. Shares Issued for 1 share |
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0.8972 |
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0.8976 |
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0.8940 |
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0.8921 |
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0.8909 |
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0.8905 |
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0.8896 |
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8. Shares Issued for 10 shares |
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8.9720 |
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8.9760 |
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8.9400 |
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8.9210 |
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8.9090 |
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8.9050 |
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8.8960 |
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9. Shares Issued for 100 shares |
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89.7200 |
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89.7600 |
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89.4000 |
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89.2100 |
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89.0900 |
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89.0500 |
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88.960 |
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10. Shares Issued for 1000 shares |
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897.2000 |
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897.6000 |
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894.0000 |
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892.1000 |
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890.9000 |
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890.5000 |
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889.6000 |
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1. Last Updated |
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1:10:00 p.m. |
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1:39:57 p.m. |
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2:09:44 p.m. |
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2:39:51 p.m. |
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3:09:56 p.m. |
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3:39:56 p.m. |
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4:30:00 p.m. |
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2. MCD VWAP |
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$39.9009 |
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$39.9132 |
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$39.9208 |
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$39.9208 |
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$39.9215 |
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$39.9304 |
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$39.9604 |
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3. CMG VWAP |
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$49.9917 |
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$50.0308 |
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$50.0995 |
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$50.1828 |
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$50.2813 |
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$50.3421 |
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$50.3984 |
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4. MCD Indicative Calculated Per- Share Value |
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$39.90090 |
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$39.91320 |
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$39.92080 |
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$39.92080 |
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$39.92150 |
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$39.93040 |
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$39.96040 |
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5. CMG Indicative Calculated Per- Share Value |
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$49.99170 |
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$50.03080 |
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$50.09950 |
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$50.18280 |
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$50.28130 |
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$50.34210 |
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$50.39840 |
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6. Indicative Exchange Ratio |
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0.8868 |
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0.8864 |
|
0.8854 |
|
0.8839 |
|
0.8822 |
|
0.8813 |
|
0.8810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7. Shares Issued for 1 share |
|
0.8868 |
|
0.8864 |
|
0.8854 |
|
0.8839 |
|
0.8822 |
|
0.8813 |
|
0.8810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8. Shares Issued for 10 shares |
|
8.8680 |
|
8.8640 |
|
8.8540 |
|
8.8390 |
|
8.8220 |
|
8.8130 |
|
8.8100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9. Shares Issued for 100 shares |
|
88.6800 |
|
88.6400 |
|
88.5400 |
|
88.3900 |
|
88.2200 |
|
88.1300 |
|
88.1000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10. Shares Issued for 1000 shares |
|
886.8000 |
|
886.4000 |
|
885.4000 |
|
883.9000 |
|
882.2000 |
|
881.3000 |
|
881.0000 |