Attached files
| file | filename |
|---|---|
| S-1 - S-1 - ROYAL HAWAIIAN ORCHARDS, L.P. | a2208645zs-1.htm |
| EX-23 - EX-23 - ROYAL HAWAIIAN ORCHARDS, L.P. | a2208645zex-23.htm |
| EX-4.1 - EX-4.1 - ROYAL HAWAIIAN ORCHARDS, L.P. | a2208645zex-4_1.htm |
| EX-99.2 - EX-99.2 - ROYAL HAWAIIAN ORCHARDS, L.P. | a2208645zex-99_2.htm |
| EX-99.3 - EX-99.3 - ROYAL HAWAIIAN ORCHARDS, L.P. | a2208645zex-99_3.htm |
| EX-99.1 - EX-99.1 - ROYAL HAWAIIAN ORCHARDS, L.P. | a2208645zex-99_1.htm |
| EX-99.8 - EX-99.8 - ROYAL HAWAIIAN ORCHARDS, L.P. | a2208645zex-99_8.htm |
| EX-99.4 - EX-99.4 - ROYAL HAWAIIAN ORCHARDS, L.P. | a2208645zex-99_4.htm |
| EX-99.6 - EX-99.6 - ROYAL HAWAIIAN ORCHARDS, L.P. | a2208645zex-99_6.htm |
| EX-99.5 - EX-99.5 - ROYAL HAWAIIAN ORCHARDS, L.P. | a2208645zex-99_5.htm |
QuickLinks -- Click here to rapidly navigate through this document
NOTICE OF GUARANTEED DELIVERY
FOR RIGHTS ISSUED BY
ML MACADAMIA ORCHARDS, L.P.
This Notice of Guaranteed Delivery must be used to exercise the subscription rights (the "Rights") pursuant to the rights offering (the "Rights Offering") as described in the prospectus dated [ ], 2012 (the "Prospectus") of ML Macadamia Orchards, L.P., a master limited partnership organized under the laws of Delaware (the "Partnership"), if a holder of Rights cannot deliver the Rights Certificate and Election Form to the subscription agent listed below (the "Subscription Agent") at or before 5:00 p.m., Eastern time, on [ ], 2012 (the "Expiration Time"). This Notice must be delivered by facsimile transmission, first class mail, or overnight delivery to the Subscription Agent and must be received by the Subscription Agent at or before the Expiration Time.
Payment of the subscription price of [$ ] per Depositary Receipt of the Partnership's Depositary Receipts subscribed for pursuant to the exercise of Rights must be received by the Subscription Agent in the manner specified in the Prospectus at or before the Expiration Time even if the completed Rights Certificate is being delivered pursuant to the guaranteed delivery procedures hereunder.
| Delivery by Mail: American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department P. O. Box 2042 New York, New York 10272-2042 |
Delivery by Hand, Express Mail or Overnight Courier: American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219 |
By Facsimile Transmission
(718) 234-5001
Telephone Number for confirmation or Information:
(800) 937-5449
DELIVERY OF THIS NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
1
Ladies and Gentlemen:
The undersigned hereby represents that the undersigned is the holder of a rights certificate (the "Rights Certificate") representing Rights and that the undersigned is not able to deliver a completed Rights Certificate to the Subscription Agent at or before the Expiration Time. The undersigned elects to exercise its Rights as follows:
| Basic Subscription Right: I exercise | (maximum number that can be exercised is equal to the number of Rights rounded down to nearest whole number Depositary Receipt) |
Rights |
Therefore, I apply for |
(no. of new whole Depositary Receipts equal to number of Rights exercised) |
x | [$ ] (subscription price) |
= | $ | (amount enclosed) |
Total Payment Required: $
2
The undersigned understands that payment of the full subscription price must be received by the Subscription Agent at or before the Expiration Time and represents that such payment, in the aggregate amount set forth above, either (check the appropriate box):
| o | Is being delivered to the Subscription Agent herewith; or | |||||
o |
Has been delivered separately to the Subscription Agent in the manner set forth below (check appropriate box and complete the information relating thereto): |
|||||
o |
Uncertified check (Payment by uncertified check will not be deemed to have been received by the Subscription Agent until such check has cleared. Holders paying by such means are urged to make payment sufficiently in advance of the Expiration Time to ensure that such payment clears by such time.) |
|||||
o |
Certified check |
|||||
o |
Bank draft (cashier's check) |
|||||
Name of maker: |
||||||
Date of check or draft: |
||||||
Check or draft number: |
||||||
Bank on which check is drawn: |
||||||
| Name(s): | Signature(s): | Address(es): | Telephone No.: | |||
|
|
|
|
||||
|
|
|
|
The undersigned, a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States, or a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program, pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, guarantees that the undersigned will deliver to the Subscription Agent the Rights Certificate representing the Rights being exercised hereby, with any required signature guarantee and any other required documents, no later than three business days following the date the Notice of Guaranteed Delivery was delivered.
FOR ANY QUESTIONS OR ASSISTANCE CONCERNING THE RIGHTS OFFERING, PLEASE CONTACT THE INFORMATION AGENT, PHOENIX ADVISORY PARTNERS, AT (877) 478-5038
| Dated: | ||||
(Address) |
(Name of Firm) |
|||
(Telephone Number) |
(Authorized Signature |
The institution that completes this form must communicate the guarantee to the Subscription Agent and must deliver the Rights Certificate and Election Form to the Subscription Agent within three business days following the date the Notice of Guaranteed Delivery was delivered. Failure to do so could result in a financial loss to such institution.
3
NOTICE OF GUARANTEED DELIVERY FOR RIGHTS ISSUED BY ML MACADAMIA ORCHARDS, L.P.
GUARANTEE OF DELIVERY