Sernova Announces Annual Meeting, Record Date and Adopts Advance Notice By-Law
February 26 2014 - 5:00AM
Marketwired
Sernova Announces Annual Meeting, Record Date and Adopts Advance
Notice By-Law
LONDON, ONTARIO--(Marketwired - Feb 26, 2014) - Sernova Corp.
(TSX-VENTURE:SVA), a clinical stage company developing medical
technologies for the long-term treatment of chronic debilitating
metabolic diseases including diabetes and haemophilia is pleased to
announce that it will hold an annual general and special meeting of
shareholders (the "AGM") on April 28, 2014. The record date for
shareholders entitled to vote at the AGM is March 24, 2014.
The Company also announces that the board of directors of the
Company (the "Board") has approved and adopted By-Law No. 3 of the
Company, being a by-law relating to the nomination of directors of
the Company (the "Advance Notice By-Law) which requires that
advance notice be provided to the Company in circumstances where
nominations of persons for election to the Board are made by
shareholders of the Company other than pursuant to: (i) a
requisition of a meeting of shareholders made pursuant to the
provisions of the Canada Business Corporations Act; or
(ii) a shareholder proposal made pursuant to the provisions of such
Act.
"We feel the Advance Notice By-Law is an important corporate
governance tool that will ensure Sernova's shareholders are treated
fairly in being provided advanced notice of information in
connection with the nomination of directors," said Dr. Philip
Toleikis, President and CEO.
The Advance Notice By-law is similar to the advance notice
by-laws adopted by many other Canadian public companies. The
purpose is to foster a variety of interests of the shareholders and
the Company by ensuring that all shareholders, including those
participating in a meeting by proxy rather than in person, receive
adequate notice of the nominations to be considered at a meeting
and can thereby exercise their voting rights in an informed manner.
In addition, the Advance Notice By-Law should assist in
facilitating an orderly and efficient meeting process, provides
shareholders, directors and management of the Company with a clear
framework for nominating directors. Among other things, the Advance
Notice by-Law fixes a deadline by which shareholders must submit
director nominations to the Company prior to any meeting of
shareholders and sets forth the minimum information that a
shareholder must include in the notice to the Company for the
notice to be in proper written form.
In the case of an annual meeting of shareholders, notice to the
Company must be made not less than 30 nor more than 65 days prior
to the date of the annual meeting; provided, however that in the
event the annual meeting is to be held on a date that is less than
40 days after the date on which the first public announcement of
the date of the annual meeting was made, notice may be made not
later than the close of business on the 10th day following such
public announcement.
In the case of a special meeting of shareholders (which is not
also an annual meeting), notice to the Company must be made not
later than the close of business on the 15th day following the day
on which the first public announcement of the date of the special
meeting was made.
The Advance Notice By-Law has been approved and adopted by the
Board and is effective immediately. Shareholders will be asked to
ratify and confirm the Advanced Notice By-Law at the AGM. A copy of
the By-Law Amendments will be provided in the Management
Information Circular, which will be filed under the Company's
profile at www.sedar.com.
For purposes of the AGM, in accordance with the terms of the
Advance Notice By-Law, notice of nominations of persons for
election to the Board at the AGM must be made by March 28, 2014 and
be sent to the following email address of the Chief Executive
Officer of the Company: Philip.toleikis@sernova.com.
About
Sernova
Sernova Corp is a clinical stage regenerative medicine company
developing medical technologies for the treatment of chronic
debilitating metabolic diseases such as diabetes, blood disorders
including haemophilia and other diseases treated through
replacement of proteins or hormones missing or in short supply
within the body. Sernova is developing the Cell Pouchâ„¢, an
implantable medical device for therapeutic cells (donor, xenogeneic
or stem cells) which then release proteins and/or hormones as
required. The therapeutic cells are protected from immune attack by
Sernova's proprietary technology, Sertolinâ„¢.
Forward-Looking Information
This release may contain forward-looking statements.
Forward-looking statements are statements that are not historical
facts and are generally, but not always, identified by the words
"expects", "plans", "anticipates", "believes", "intends",
"estimates", "projects", "potential" and similar expressions, or
that events or conditions "will", "would", "may", "could" or
"should" occur. Although Sernova believes the expectations
expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of
future performance and actual results may differ materially from
those in forward looking statements. Forward-looking statements are
based on the beliefs, estimates and opinions of Sernova's
management on the date such statements were made. Sernova expressly
disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise.
Neither the 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.
Sernova CorpPhilip Toleikis, Ph.D.President and CEO(604)
961-2939philip.toleikis@sernova.com or info@sernova.comSernova
CorpCathy SteinerCFO(416)
566-7870cathy.steiner@sernova.comwww.sernova.comRay Matthews &
AssociatesRay Matthews(604) 818-7778www.raymatthews.ca
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