TORONTO,
Feb. 22, 2014 /CNW/ - Sumtra
Diversified Inc. (NEX Board: YSU.H) ("Sumtra" or the "Company")
announced today that it plans to ask shareholders to also consider
the approval of the sale of certain real property held by Sumtra
(the "Property Sale") as other business at the Company's upcoming
annual and special meeting of shareholders to be held in
Toronto on Tuesday, February 25, 2014 (the "Meeting").
The Company and Marketable Holdings Limited have
entered into two agreements of purchase and sale dated January 6, 2014 with the Ministry of
Transportation (Ontario) (the
"MOT") to each sell their 50% interest in two parcels of vacant
land in the City of Guelph
aggregating approximately six acres to the MOT who requires the
land for road widening purposes. The aggregate purchase price for
the two parcels of land is $1,350,000
(Sumtra's share - $675,000) and the
MOT has also agreed to pay the reasonable costs incurred by the
vendors in effecting the sales. It is expect that the sale
transactions will be completed in April
2014 and no material conditions remain for the completion of
the transactions.
Under the Company's governing corporate
legislation, the Business Companys Act (Ontario) (the "Act"), as the Property Sale
constitutes the sale of substantially all of the property of the
Company, the sale must be approved by a special resolution of
shareholders (the "Property Sale Resolution"). The form of Property
Sale Resolution to be presented to the shareholders at the Meeting
is attached as Schedule A to this press release. To be effective,
the Property Sale Resolution must be passed by at least 66 2/3% of
the votes cast by holders of common shares present or represented
by proxy at the Meeting and entitled to vote on the Property Sale
Resolution.
Under the provisions of section 185 of the Act,
a registered shareholder is entitled to send to the Company a
written objection to the Property Sale Resolution in respect of
approval of the Property Sale. In addition to any other right
a shareholder may have, when the Property Sale becomes effective, a
registered shareholder who complies with the dissent procedure
under section 185 of the Act (a "Dissenting Shareholder") is
entitled to be paid the fair value of the common shares held by
them in respect of which they dissent, determined as at the close
of business on the day before the Property Sale Resolution is
adopted. If the statutory procedures are complied with, this
right could lead to a judicial determination of the fair value
required to be paid to a Dissenting Shareholder for their common
shares. A registered shareholder may only exercise the right to
dissent under section 185 of the Act in respect of common shares
which are registered in that shareholder's name.
A non-registered shareholder who wishes to
exercise the right to dissent should immediately contact the
intermediary with whom the non-registered shareholder deals in
respect of the common shares and either: (i) instruct the
intermediary to exercise the right to dissent on the shareholder's
behalf (which, if the common shares are registered in the name of
CDS or other clearing agency, would require that the common shares
first be re-registered in the name of the intermediary); or (ii)
instruct the intermediary to re-register the shares in the name of
the non-registered shareholder, in which case the non-registered
shareholder would have to exercise the right to dissent
directly.
The dissent procedure provided by section 185 of
the Act is summarized in Schedule B to this press release.
Shareholders who may wish to dissent should seek legal advice,
as failure to comply with the strict requirements set out in
section 185 of the Act may result in the loss or unavailability of
any right to dissent.
How To Vote Against Approval of the Property
Sale by Proxy
The form of management proxy previously
distributed to shareholders provides management with discretionary
authority to vote on other matters properly coming before the
Meeting and it is intended that all such proxies will be voted in
favour of Property Sale. Accordingly, registered and non-registered
shareholders who have previously provided a proxy or Voting
Information Form (VIF) in hard copy or online in favour of
management and wish to vote in favour of the Property Sale need not
take any further action.
Shareholders who wish to vote against the
Property Sale should contact the Company by phone (416 863
6096) or e-mail (bshoniker@couragecapital.com) to obtain a
revised form of proxy permitting them to vote against approval of
the Property Sale. Completed proxies should be sent to the
Company's agent, Adams Corporate Services Limited, by fax at 705
355 0699 or mail to P. O. Box 5121, Penetanguishene, Ontario, L9M 2G3. A later
filed proxy or VIF will automatically revoke any previously filed
proxy or VIF.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SCHEDULE A
PROPERTY SALE RESOLUTION
BE IT RESOLVED AS A SPECIAL RESOLUTION
THAT:
- the Company is hereby authorized to sell its 50% interest in
two parcels of vacant land located in the City of Guelph, constituting all or
substantially all of the assets of the Company, pursuant to two
agreements of purchase and sale dated January 6, 2014 entered into with the Ministry of
Transportation (Ontario), as more
particularly described in the press release of the Company dated
February 22, 2014;
- notwithstanding that this special resolution has been duly
passed by the shareholders of the Company, the directors are hereby
authorized in their sole discretion to revoke this special
resolution before it is acted on without further approval of the
shareholders of the Company; and
- any director or officer of the Company is hereby authorized and
directed, acting for, in the name of and on behalf of the Company,
to execute or cause to be executed, under the seal of the Company
or otherwise, and to deliver or to cause to be delivered, all such
other deeds, documents, instruments and assurances and to do or
cause to be done all such other acts and things, as in the opinion
of such director or officer of the Company may be necessary or
desirable to carry out the terms of the foregoing special
resolution.
SCHEDULE B
SUMMARY OF PROCEDURE TO EXERCISE DISSENT
RIGHT
The following is a summary of the procedure
set out in Section 185 of the Business Corporations Act
(Ontario) ("OBCA") to be followed
by a shareholder who intends to dissent from the special resolution
(the "Property Sale Resolution") approving the sale of the 50%
interest of Sumtra Diversified Inc. (the "Company") in two parcels
of vacant land in the City of
Guelph, constituting substantially all of the assets of the
Company as described in the press release to which this Schedule B
is attached, and who wishes to require the Company to acquire his
or her shares of the Company and pay him or her the fair value
thereof, determined as of the close of business on the day before
the Property Sale Resolution is adopted.
Section 185 provides that a shareholder may only
exercise the right to dissent with respect to all the shares of a
class held by him or her on behalf of any one beneficial owner and
registered in the shareholder's name. One consequence of this
provision is that a shareholder may only exercise the right to
dissent under section 185 in respect of shares that are registered
in that shareholder's name. In many cases, shares beneficially
owned by a person (a "Non-Registered Holder") are registered
either: (i) in the name of an intermediary that the Non-Registered
Holder deals with in respect of the shares (such as banks, trust
companies, securities dealers and brokers, trustees or
administrators of self-administered RRSPs, RRIFs, RESPs and similar
plans, and their nominees); or (ii) in the name of a clearing
agency (such as CDS Clearing and Depository Services Inc. (CDS)) of
which the intermediary is a participant. Accordingly, a
Non-Registered Holder will not be entitled to exercise the right to
dissent under section 185 directly (unless the shares are
re-registered in the Non-Registered Holder's name). A
Non-Registered Holder who wishes to exercise the right to dissent
should immediately contact the intermediary who the Non-Registered
Holder deals with in respect of the shares and either: (i) instruct
the intermediary to exercise the right to dissent on the
Non-Registered Holder's behalf (which, if the shares are registered
in the name of CDS or other clearing agency, would require that the
share first be re-registered in the name of the intermediary); or
(ii) instruct the intermediary to re-register the shares in the
name of the Non-Registered Holder, in which case the Non-Registered
Holder would have to exercise the right to dissent directly.
A registered shareholder who wishes to invoke
the provisions of section 185 of the OBCA must send to the Company
a written objection to the Property Sale Resolution (the "Notice of
Dissent") at or before the time fixed for the shareholders' meeting
at which the Property Sale Resolution is to be voted on. The
sending of a Notice of Dissent does not deprive a registered
shareholder of his or her right to vote on the Property Sale
Resolution but a vote either in person or by proxy against the
Property Sale Resolution does not constitute a Notice of Dissent. A
vote in favour of the Property Sale Resolution will deprive the
registered shareholder of further rights under section 185 of the
OBCA.
Within 10 days after the adoption of the
Property Sale Resolution by the shareholders, the Company is
required to notify in writing each Dissenting Shareholder that the
Property Sale Resolution has been adopted. A Dissenting Shareholder
shall, within 20 days after he or she receives notice of adoption
of the Property Sale Resolution or, if he or she does not receive
such notice, within 20 days after he or she learns that the
Property Sale Resolution has been adopted, send to the Company a
written notice (the "Demand for Payment") containing his or her
name and address, the number and class of shares in respect of
which he or she dissents, and a demand for payment of the fair
value of such shares. Within 30 days after sending his Demand for
Payment, the Dissenting Shareholder shall send the certificates
representing the shares in respect of which he or she dissents to
the Company or its transfer agent. The Company or the transfer
agent shall endorse on the share certificates notice that the
holder thereof is a Dissenting Shareholder under section 185 of the
OBCA and shall forthwith return the share certificates to the
Dissenting Shareholder.
If a Dissenting Shareholder fails to send the
Notice of Dissent, the Demand for Payment or his share
certificates, he or she may lose his or her right to make a claim
under section 185 of the OBCA.
After sending a Demand for Payment, a Dissenting
Shareholder ceases to have any rights as a holder of the shares in
respect of which he or she has dissented other than the right to be
paid the fair value of such shares as determined under section 185
of the OBCA, unless: (i) the Dissenting Shareholder withdraws his
or her Demand for Payment before the Company makes a written offer
to pay (the "Offer to Pay"); (ii) the Company fails to make a
timely Offer to Pay to the Dissenting Shareholder and the
Dissenting Shareholder withdraws his or her Demand for Payment; or
(iii) the directors of the Company revoke the Property Sale
Resolution relating to the Property Sale, in all of which cases the
Dissenting Shareholder's rights as a shareholder are
reinstated.
Not later than seven days after the later of the
effective date of the Property Sale and the day the Company
receives the Demand for Payment, the Company shall send, to each
Dissenting Shareholder who has sent a Demand for Payment, an Offer
to Pay for the shares of the Dissenting Shareholder in respect of
which he or she has dissented in an amount considered by the
directors of the Company to be the fair value thereof, accompanied
by a statement showing how the fair value was determined. Every
Offer to Pay made to Dissenting Shareholders for shares of the same
class shall be on the same terms. The amount specified in an Offer
to Pay which has been accepted by a Dissenting Shareholder shall be
paid by the Company within 10 days after it has been accepted, but
an Offer to Pay lapses if the Company has not received an
acceptance thereof within 30 days after the Offer to Pay has been
made.
If an Offer to Pay is not made by the Company or
if a Dissenting Shareholder fails to accept an Offer to Pay, the
Company may, within 50 days after the effective date of the
Property Sale or within such further period as a court may allow,
apply to the court to fix a fair value for the shares of any
Dissenting Shareholder. If the Company fails to so apply to the
court, a Dissenting Shareholder may apply to the court for the same
purpose within a further period of 20 days or within such further
period as the court may allow. A Dissenting Shareholder is not
required to give security for costs in any application to the
court. An application to the court by either the Company or the
Dissenting Shareholder must be made to the Ontario Superior Court of Justice.
On an application to the court, the Company
shall give to each Dissenting Shareholder notice of the date, place
and consequences of the application and of such shareholder's right
to appear and be heard in person or by counsel. All such Dissenting
Shareholders shall be joined as parties to any such application to
the court to fix a fair value and shall be bound by the decision
rendered by the court in the proceedings commenced by such
application. The court is authorized to determine whether any other
person is a Dissenting Shareholder who should be joined as a party
to such application.
The court shall fix a fair value for the shares
of all Dissenting Shareholders and may in its discretion allow a
reasonable rate of interest on the amount payable to each
Dissenting Shareholder from the effective date of the Property Sale
until the date of payment of the amount ordered by the court. The
fair value fixed by the court may be more or less than the amount
specified in an Offer to Pay. The final order of the court in the
proceedings commenced by an application by the Company or a
Dissenting Shareholder shall be rendered against the Company and in
favour of each Dissenting Shareholder who has not accepted an Offer
to Pay.
The above is only a summary of the dissenting
shareholder provisions of the OBCA, which are technical and
complex. The full text is attached as Schedule D to this
Information Circular. It is suggested that a shareholder of the
Company wishing to exercise a right to dissent should seek legal
advice, as failure to comply strictly with the provisions of the
OBCA may result in the loss or unavailability of the right to
dissent.
SOURCE Sumtra Diversified Inc.