STELLARTON, NS, Sept. 10, 2015 /CNW/ – Empire Company Limited (“Empire” or the “Company”) (TSX: EMP.A) announced the voting results for the election of its directors at its Annual and Special General Meeting held today at Cineplex Cinemas, 612 East River Road, New Glasgow, Nova Scotia.
There were 32,712,693 Class B shares (100% of outstanding Class B shares) represented by proxy at the Meeting and 100% of the Class B shares were voted in favour of each director nominee, and no Class B shares were withheld from voting on any nominee.
In addition to the election of directors, the Class B shareholders also voted on fixing the maximum number of directors at 18, on the remuneration of directors, on the appointment of PricewaterhouseCoopers LLP as auditors for fiscal 2016 and to authorize the Board of Directors to fix the auditors’ remuneration. 100% of the Class B shares were voted in favour of these motions.
The advisory resolution on the Company’s approach to executive compensation was voted on by both Non-Voting Class A and Class B shareholders. There were 40,811,665 Non-Voting Class A shares (68.4% of the Non-Voting Class A shares outstanding) represented by proxy at the meeting of which 84.5% were voted in favour of the motion. 100% of the Class B shares were voted in favour of the advisory resolution.
The special resolution to split the Non-Voting Class A shares and Class B common shares on a three-for-one basis was approved by 100% of the Class B shareholders and 99.9% of the Class A shareholders.
The share split of the Non-Voting Class A shares will take the form of a share ‘push out’ whereby shareholders will receive two additional Non-Voting Class A shares for each Non-Voting Class A share held. In accordance with its applicable rules, Toronto Stock Exchange (“TSX”) has determined to implement due bill trading in connection with the Company’s share split of the Non-Voting Class A shares. The Non-Voting Class A share split will be payable on September 28, 2015, to all Non-Voting Class A shareholders of record at the close of business on September 21, 2015. A “due bill” is an entitlement attached to listed securities undergoing a corporate action, such as a share split. The Non-Voting Class A shares will trade on a “due bill” basis from two trading days prior to the record date (i.e., Thursday, September 17, 2015) to the payment date (i.e., Monday, September 28, 2015), inclusively (the “due bill period”). Any trades that are executed on the TSX during this period will be identified to ensure purchasers of Non-Voting Class A shares receive the entitlement to the additional shares arising from the split. The Non-Voting Class A shares will commence trading on a split basis as of September 29, 2015, as of which date purchases of Non-Voting Class A shares will no longer have an attaching entitlement to a share split. The due bill redemption date will be October 1, 2015.
Non-Voting Class A shareholders do not need to take any action. The Company’s transfer agent will send to registered shareholders certificates representing the number of additional Non-Voting Class A shares that they receive as a result of the split on or about the payment date. Beneficial owners with Non-Voting Class A shares held through a brokerage account will have their accounts automatically updated to reflect the split.
The share split of the Class B common shares will also take the form of a share ‘push out’ whereby shareholders will receive two additional Class B common shares for each Class B common share held, with the same record date and payment date as the Non-Voting Class A shares. Class B common shareholders do not need to take any action. The Company will send to registered shareholders certificates representing the number of additional Class B common shares that they receive as a result of the split on or about the payment date.
The previously announced quarterly dividend of $0.30 per share (pre-split) on both the Non-Voting Class A shares and the Class B common shares that will be payable on October 30, 2015 to shareholders of record on October 15, 2015 will accordingly be paid as $0.10 per share on a post-split basis.
Empire Company Limited (TSX: EMP.A) is a Canadian company headquartered in Stellarton, Nova Scotia. Empire’s key businesses are food retailing and related real estate. With approximately $24.0 billion in annualized sales and $11.6 billion in assets, Empire and its subsidiaries, franchisees and affiliates employ approximately 125,000 people.
SOURCE Empire Company Limited