Form of Subscription Rights Certificate



 Exhibit 4.2 

 

			
	RIGHTS CERTIFICATE #:	  	NUMBER OF RIGHTS

 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN BIRKS & MAYORS’ PROSPECTUS
DATED [            ], 2012 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM OUR INFORMATION AGENT,
GEORGESON INC. 
 BIRKS & MAYORS INC. 
 Incorporated under the laws of Canada 
 NON-TRANSFERABLE SUBSCRIPTION RIGHTS
CERTIFICATE 
 Evidencing Non-Transferable Subscription Rights to Purchase Class A voting shares, without nominal or par
value, 
 of Birks & Mayors Inc. 
  

			
	Subscription Price:            	  	$[            ] per Share

 THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., EASTERN STANDARD TIME, ON
[            ], 2012, UNLESS EXTENDED BY THE COMPANY 

 


 REGISTERED OWNER: 
 THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (“Rights”) set forth above. The basic subscription
privilege of [            ] subscription rights entitles the holder to subscribe for and purchase one (1) Class A voting share, without nominal or par value, of Birks & Mayors Inc., a
Canadian corporation (the “Company”), at a subscription price of US$[            ] per share (the “Basic Subscription Privilege”), pursuant to a rights
offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus and the “Instructions as to Use of Birks & Mayors Inc. Rights Certificates” accompanying this Subscription Rights
Certificate. If any Class A voting shares which are available for purchase in the Rights Offering are not purchased by other holders of Rights pursuant to the exercise of their Basic Subscription Privilege (the “Excess Shares”), any
Rights holder that exercises its Basic Subscription Privilege in full may subscribe for a number of Excess Shares (up to the number of shares for which such holder subscribed under the Basic Subscription Privilege) pursuant to the terms and
conditions of the Rights Offering, subject to certain limitations and proration, as described in the Prospectus (the “Over-Subscription Privilege”).



 The Rights represented by this Subscription Rights Certificate may be exercised by completing Form 1 and
any other appropriate forms on the reverse side hereof and by returning the full payment of the subscription price for each Class A voting share in accordance with the “Instructions for Birks & Mayors Inc. Subscription Rights
Certificates” that accompanies this Subscription Rights Certificate. 
 Regulatory Limitation. All rights issued to a shareholder of
record who would, in the Company’s opinion, be required to obtain prior clearance or approval from any state, federal, or non-U.S. regulatory authority for the ownership or exercise of rights or the ownership of additional shares are null and
void and may not be held or exercised by any such holder. 
 The holder irrevocably subscribes for the number of Class A voting shares indicated
on the form upon the terms and conditions specified in the Prospectus relating thereto. Receipt of the Prospectus is hereby acknowledged.


 

  
 This Subscription
Rights Certificate is not valid unless countersigned by the subscription agent and registered by the registrar. 
 Witness the seal of
Birks & Mayors Inc. and the signatures of its duly authorized officers. 
  

			
	Dated:
		
	By:	 	  

		 	President and Chief Executive Officer








 DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE 

Delivery other than in the manner or to the addresses listed below will not constitute valid delivery. 

 

			
	 If Delivering by Mail:
  

Computershare Trust Company, N.A.

Attn: Corporate Actions Voluntary Offer

P.O. Box 43011
 Providence, RI 02940-3011
	  	 If Delivering by Hand or Courier:
  

Computershare Trust Company, N.A.
 Attn:
Corporate Actions Voluntary Offer
 250 Royall Street, Suite V
 Canton, MA 02021


 PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY 

 


 FORM 1 - EXERCISE OF SUBSCRIPTION RIGHTS 
 To subscribe for shares pursuant to your Basic Subscription Right, please complete lines (a) and (c) and sign under Form 4 below. To subscribe for shares pursuant to your Over-Subscription
Privilege, please also complete line (b) and sign under Form 4 below. To the extent you subscribe for more shares than you are entitled under either the Basic Subscription Privilege or the Over-Subscription Privilege, you will be deemed to
have elected to purchase the maximum number of shares for which you are entitled to subscribe under the Basic Subscription Privilege or Over-Subscription Privilege, as applicable. 
 (a) EXERCISE OF BASIC SUBSCRIPTION PRIVILEGE: 
  

					
	I apply for                   	  	shares × US$ [        ] =	  	
US$                      
  

	(no. of new shares)	  	(subscription price)	  	(amount enclosed)

 (b) EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE 
 If you have exercised your Basic Subscription Privilege in full and wish to subscribe for additional shares (up to the number of shares for which for which you subscribed under your Basic Subscription
Privilege): 
  

					
	I apply for                   	  	shares × US$ [        ] =	  	US$                        

	(no. of new shares)	  	(subscription price)	  	(amount enclosed)

 (c) Total Amount of Payment Enclosed =
US$                      

METHOD OF PAYMENT (CHECK ONE) 

 ̈ Cashier’s or certified check drawn on a U.S. bank payable to “Computershare
Trust Company, N.A, as Subscription Agent.” 
  ̈ Wire transfer of
immediately available funds directly to the account maintained by Computershare Trust Company, N.A., as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at
[                            ], with reference to the rights holder’s name.



 FORM 2 - DELIVERY TO DIFFERENT ADDRESS 
 If you wish for the Class A voting shares underlying your subscription rights, a certificate representing unexercised subscription rights or the proceeds of any sale of subscription rights to be
delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign under Form 3 and have your signature guaranteed under Form 4. 

  
  

  
  

  
  

FORM 3 - SIGNATURE  
 TO SUBSCRIBE: I
acknowledge that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions specified in the Prospectus. 

This form must be signed by the registered holder(s) exactly as their name(s) appear(s) on the certificate(s) or by person(s) authorized to sign on
behalf of the registered holder(s) by documents transmitted herewith 
  

			
	Signature(s):	 	  

		
	Signature(s):	 	  


  

			
	Date:	 	  

	
	Daytime Telephone Number:
	
	  


 IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights
Certificate in every particular, without alteration or enlargement, or any other change whatsoever. 

 








 
 FORM 4 - SIGNATURE GUARANTEE 
 This form must be completed if you have completed any portion of Form 2. 
  

			
	Signature Guaranteed:
	
	  

	(Name of Bank or Firm)
		
	By:	 	  

		 	(Signature of Officer)

 IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker,
savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.



 THIS RIGHTS OFFERING HAS BEEN QUALIFIED OR IS BELIEVED TO BE EXEMPT FROM QUALIFICATION ONLY UNDER THE
FEDERAL LAWS OF THE UNITED STATES AND THE LAWS OF THE STATES IN THE UNITED STATES AND IS EXEMPT FROM THE CANADIAN PROSPECTUS FILING REQUIREMENT AND FROM QUALIFICATION IN CANADA. RESIDENTS IN OTHER JURISDICTIONS MAY NOT PURCHASE THE SECURITIES
OFFERED HEREBY UNLESS THEY CERTIFY THAT THEIR PURCHASES OF SUCH SECURITIES ARE EFFECTED IN ACCORDANCE WITH THE APPLICABLE LAWS OF SUCH JURISDICTIONS.


 

  
  FOR INSTRUCTIONS ON THE USE OF
BIRKS & MAYORS INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT OUR INFORMATION AGENT, GEORGESON INC., TOLL-FREE IN THE UNITED STATES AND CANADA AT 1 (800) 279-6913, OR OUTSIDE THE UNITED STATES AND CANADA OR IF YOU ARE A BANK OR BROKER,
(212) 440-9800. 
  THIS RIGHTS OFFERING EXPIRES AT 5:00 P.M., EASTERN STANDARD TIME, ON
[            ], 2012 UNLESS EXTENDED, AND THIS SUBSCRIPTION RIGHTS CERTIFICATE IS VOID THEREAFTER.