Clairvest Group Inc. Announces Non-Voting Share Option Plan
Toronto, Ontario (June 14, 2016) – Clairvest Group Inc. (TSX: CVG) today announced that its board of directors has authorized the creation of a series of non-voting shares and the adoption of a new non-voting share option plan for officers and employees. The new option plan is intended to replace the cash based book value appreciation rights plan for most Clairvest officers. Under the new option plan, holders of vested options may in lieu of exercising the options for non-voting shares surrender the options for a cash payment.
The non-voting shares will not be listed on any stock exchange and are not convertible into common shares. They will rank pari passu with the common shares with respect to the payment of dividends and the distribution of assets on liquidation, in an amount equivalent to two common shares. The non-voting shares are redeemable by Clairvest commencing two years after issuance, subject to acceleration in specified circumstances.
The Ontario Securities Commission has granted relief from the requirement that the creation of the non-voting shares and the grant and exercise of options for these shares receive minority shareholder approval at a meeting. Instead, the requisite minority shareholder approval for the creation of the non-voting shares and the grant and exercise of the non-voting share options has been obtained through written consents received from the holders of 69.2% of Clairvest’s common shares other than those shares held by Clairvest’s controlling shareholder, Kenneth B. Rotman. The Ontario Securities Commission order will be available at www.osc.gov.on.ca.
Clairvest intends to file the articles to create the non-voting shares on June 22, 2016. The share provisions and the non-voting share option plan will be filed on SEDAR and available at www.sedar.com.
Director, Investor Relations and Marketing
Clairvest Group Inc.
Tel: (416) 925-9270
Fax: (416) 925-5753