Brompton Corp. Announces Special Meeting of Shareholders
TORONTO, Jan. 16, 2019 (GLOBE NEWSWIRE) — Brompton Corp. (the “Corporation”) announces that it will hold a special meeting (the “Meeting”) of the holders of the new class A common shares (the “Class A Shares”) and the new common shares (the “Common Shares”) (the “Shareholders”) to be held at 9:00 a.m. (Toronto time) on February 28, 2019 at Suite 2930, Bay Wellington Tower, Brookfield Place, 181 Bay Street, Toronto, Ontario M5J 2T3. Shareholders of record of the Corporation at the close of business on January 29, 2019 will be entitled to vote at the Meeting.
The purpose of the Meeting is to consider and vote upon a special resolution (the “Consolidation Resolution”) to implement a consolidation of the Common Shares in order to effect a going private transaction involving the Corporation. The Consolidation Resolution authorizes the consolidation of the issued and outstanding Common Shares on the basis of one Common Share for each 320,000 Common Shares outstanding immediately prior to the consolidation (the “Share Consolidation”). On implementation of the Share Consolidation, fractional shares will not be issued.
In lieu of a fractional share, each holder of Common Shares will be entitled to receive cash consideration of $0.15 for each pre-consolidation Common Share held. In order to become effective, the Consolidation Resolution must receive (i) the affirmative vote of a two-thirds majority of holders of Class A Shares and Common Shares present in person or represented by proxy at the Meeting, voting together as a class; and (ii) “minority approval” within the meaning of Multilateral Instrument 61-101 – Protection of Security Holders in Special Transactions, being a majority of the votes attached to Common Shares cast at the Meeting, other than the votes attached to the Common Shares owned by certain significant shareholders.
If approved, the Share Consolidation is expected to be implemented on or about March 1, 2019.
Details of the proposed Share Consolidation will be further outlined in the Corporation’s Notice of Special Meeting of Shareholders and management information circular that will be prepared and delivered to Shareholders in connection with the Meeting and will be available under the Corporation’s profile on www.sedar.com.
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking statements. Although the Corporation believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking information because the Corporation can give no assurance that they will prove to be correct.
Since forward-looking statements and forward-looking information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated.
The Corporation assumes no obligation to update forward-looking statements or information except as may be required by applicable securities laws.
For additional information concerning the Corporation, please visit our website at www.bromptoncorp.com.
Mark A Caranci
President & CEO