VANCOUVER, British Columbia, Sept. 30, 2005 (PRIMEZONE) -- Newmark Ventures, Inc. (OTCBB:NWMV) ("Newmark") today announced that October 20, 2005 will be the effective date of a 3 for 2 forward stock split of Newmark's common shares in which one additional share will be issued for every two outstanding shares. The record date for the transaction will be October 10, 2005. Any fractional shares that might result from the forward stock split will be rounded up to the nearest whole share.
Newmark shareholders who hold their shares in "street name" with nominees or brokerages will not be required to take any action to receive additional shares to which they are entitled by the forward split. However, the forward split will require the surrender of shares held in certificate form. Shareholders holding Newmark stock certificates will receive their additional shares only after the surrender of their current certificates to Newmark's transfer agent:
Continental Stock Transfer & Trust Company 17 Battery Place South 8th Floor New York, NY 10004 Tel: (212) 509-4000 Fax: (212) 509-5150
A transmittal letter will be mailed to registered shareholders as of the record date to facilitate the receipt of new stock certificates. Registered holders will be required to provide this transmittal letter to Newmark's transfer agent with each share certificate that is surrendered.
Concurrent with the effective date of the forward split, Newmark's name will change to "Mangapets, Inc." The name change will cause "Magnapets, Inc." to trade under a new symbol, to be determined prior to the effective date, and a new CUSIP number.
Frequently asked Questions:
With regard to the stock split, what do the terms "record date" and "effective date" mean?
"Record date" refers to the date on which all holders of Newmark stock are identified to determine who will receive additional Newmark shares. The record date for this transaction is October 10, 2005.
"Effective date" refers to the date on which shareholders will receive and may trade their newly acquired shares. The effective date for this transaction is October 20, 2005.
What if I own Newmark shares on October 10, 2005?
If you own Newmark shares as of October 10, 2005, you are the "record owner" of those shares and will receive one additional Newmark share for every two Newmark shares that you own (the result being you will have three shares after the forward split for each two shares you owned prior to the forward split).
What if I purchase Newmark shares after October 10, 2005 and before October 20, 2005?
If you purchase Newmark shares after October 10, 2005 and before October 20, 2005, you are considered the "beneficial owner" of those shares and will automatically receive one additional Newmark share for every two Newmark shares that you purchased. Your broker can explain this further as well as assist you with the transaction.
What if I sell Newmark shares after October 10, 2005 and before October 20, 2005?
If you were the owner of those Newmark shares as of October 10, 2005, you are considered the "record owner" and are entitled to receive one additional Newmark share for every two Newmark shares that you own. However, if you sell those shares after October 10, 2005 and before October 20, 2005, you are no longer entitled to keep the additional Newmark shares. Since you will be considered the "record owner" of the Newmark shares on October 10, 2005, you may still receive these additional shares. Therefore, in order to deliver the additional shares to their rightful owner, you may receive a "due bill" for the additional shares. This "due bill", which is often incorporated in the broker's confirmation of sale notice, states that, upon receipt of your additional Newmark shares, you must deliver them to the broker who conducted the sale so that they can be forwarded to the buyer. Your broker can explain and assist you with the transaction.
What will happen to the outstanding securities in my brokerage account?
Any outstanding securities in your brokerage account as of October 20, 2005 will automatically be adjusted by your broker according to the 3 for 2 forward split. For detailed information regarding your specific account, please contact your broker.
What will happen to the existing order(s) for my Newmark shares that I have outstanding with my broker?
Please contact your broker directly for information on how your outstanding order(s) will be handled.
What are the tax consequences to Newmark shareholders that receive additional Newmark shares?
This type of transaction is not considered a taxable event, therefore the additional shares received should have no tax consequence for Newmark shareholders.
Will the basis for my original Newmark shares change due to the stock split?
Yes. The cost basis per share of your original Newmark stock, used to calculate your tax liability, will be reduced by one-third. However, since you will have one-third more shares, the total cost basis will be unchanged.
What will the cost basis be for the additional Newmark shares that I receive?
The cost basis per share, used to calculate your tax liability will be one-third the cost basis for your "original" Newmark stock.
How will I receive my additional Newmark shares if I currently hold Newmark stock certificates?
If you currently hold Newmark stock in certificate form you are considered a "registered shareholder." As a registered shareholder, you will be required to exchange your existing stock certificates in order to receive new certificates that include the forward split shares. These new certificates will be forwarded to you by Newmark's transfer agent, Continental Stock Transfer & Trust Company. A stock certificate transmittal letter will be mailed to registered shareholders of record as of October 10, 2005.
How will I receive my additional Newmark shares if I currently hold Newmark stock in my brokerage account?
If you currently hold Newmark stock in a brokerage account or with a nominee, also known as holding shares in "street name", your broker is considered the "registered shareholder." Additional forward split shares will be delivered electronically to your broker and your brokerage account will be credited with those shares.
About Newmark:
Newmark is currently developing an online virtual pet portal/website with highly interactive two-dimensional graphical interfaces and a powerful multi-layered back end engine which will enable the building of a worldwide virtual community. The portal will contain games, merchandizing, and activities inspired by the "Manga" theme. "Manga" has come to describe Japanese comic books and animated cartoons.
Forward-Looking Statements: A number of statements contained in this press release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Act of 1995. These forward-looking statements involve a number of risks and uncertainties, including timely development, and market acceptance of products and technologies, competitive market conditions, successful integration of acquisitions and the ability to secure additional sources of financing. When used in this press release, words such as "could," "plan," "estimate," "expect," "intend," "may," "potential," "should," and similar expressions are forward looking statements. Although Newmark believes that the expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Newmark encourages the public to read the information provided here in conjunction with its most recent filings on Form 10-KSB, Form 10-QSB and Form 8-K. Newmark's public filings may be viewed at www.sec.gov.