TORONTO, May 25, 2020 /CNW/ - Globalive Technology (TSX-V: LIVE) (the "Company"), a technology firm based in Toronto, Ontario will hold an annual general and special meeting of its shareholders (the "Meeting") on June 19, 2020 at 11:00 a.m. (Toronto time). The Meeting will be an online-only meeting, in order to comply with legal requirements and social distancing best practices in light of COVID-19.
A summary of the business of the Meeting is provided below and additional details about the Meeting, including how to participate, ask questions and vote at the Meeting, are set out in the Notice of Meeting and Management's Information Circular, each of which are available on the Company's SEDAR page at www.sedar.com or on the Company's website at https://www.globalivetech.com/investors/.
ANNUAL GENERAL AND SPECIAL MEETING (JUNE 19, 2020)
The Meeting will be held on June 19, 2020 at 11:00 a.m. (Toronto time) as an online-only meeting. At the Meeting, shareholders will be presented with the Company's consolidated financial statements for the financial year ended December 31, 2019, together with the independent auditor's report for those financial statements. Shareholders will also be asked to consider and, if thought advisable, to pass resolutions:
- approving the re-appointment of PricewaterhouseCoopers LLP as the Company's auditor for the financial year ending December 31, 2020 and authorizing the Company's board of directors to fix the auditor's compensation for the coming year;
- electing the directors of the Company for the coming year;
- authorizing the Company to amend its articles to affect a consolidation of its common shares on the basis of 1 post-consolidation common share for every 20 pre-consolidation common shares;
- authorizing the Company to pay its Chief Executive Officer his net salary for the period from July 1, 2020 to June 30, 2021 quarterly, in arrears, by issuing common shares to him at the then-current market price or by paying him in cash, as determined by the board of directors of the Company from time to time (with the Chief Executive Officer recusing himself from such determinations), and reserving 2,571,428 common shares to be used for such purpose;
- ratifying and re-approving the Company's 2018 Omnibus Equity Incentive Compensation Plan for the previous year and the coming year, including the "rolling" maximum number of options that can be issued under the plan; and
- such other matters as may properly come before the Meeting.
The board of directors of the Company is unanimously recommending (with Anthony Lacavera abstaining from discussions, voting and recommendations relating to the form of his compensation) that all shareholders vote FOR each of the items set out above.
While all shareholders are invited to attend the Meeting, only shareholders of record as of May 15, 2020, the record date for the Meeting, will be entitled to cast a vote at the Meeting. Eligible shareholders who do not wish to attend the Meeting online can also vote on the business of the Meeting by submitting a proxy or voting instruction form in accordance with the instructions set out in Management's Information Circular and/or provided by their applicable broker or agent. Proxies must be received by the Company or its transfer agent, Computershare Trust Company of Canada, by no later than 11:00 a.m. on June 17, 2020, or if the Meeting is adjourned, no later than 48 hours prior to the new Meeting date and time.
Further details on the business and mechanics of the Meeting, including how to participate, ask questions and vote at the Meeting, along with the rationale for each of the proposed resolutions, are described in Management's Information Circular. "We urge you to give this material your careful consideration," said Anthony Lacavera, the Company's founder and Chief Executive Officer, "please ensure that your shares are represented at the Meeting, whether or not you are able to attend. Regardless of the number of shares you hold, your vote is important."
CONSOLIDATION OF THE COMMON SHARES OF GLOBALIVE TECHNOLOGY
At the Meeting, the Company will be seeking shareholder authorization to consolidate its common shares on the basis of 1 post-consolidation common share for every 20 pre-consolidation common shares. The consolidation is being proposed because the Company believes, among other things, that the consolidation may increase the market price for the common shares and reduce their price volatility, making the common shares a more attractive investment opportunity for certain investors and assisting in meeting minimum investment thresholds for certain institutional investors. The Company also anticipates that the consolidation may improve the trading liquidity of the shares.
Registered shareholders will receive a letter of transmittal with the materials for the Meeting which can be completed and returned to the Company's transfer agent, Computershare Trust Company of Canada, in accordance with the instructions set out in the letter in order to receive a revised share certificate or DRS advice for their consolidated shares. Non-registered shareholders should contact their broker or agent, in the event the consolidation is approved and implemented, for instructions on how to exchange their pre-consolidation shares for post-consolidation shares.
The Company currently has 139,719,688 common shares issued and outstanding and if the consolidation were to occur today, there would be 6,985,984 common shares issued and outstanding post-consolidation. The number of issued and outstanding common shares on the consolidation date may vary from these estimates, due to restricted share units granted by the Company that will vest on June 8, 2020 and common shares that may be purchased for cancellation under the Company's ongoing normal course issuer bid program. Any fractional shares generated by the consolidation will be purchased for cancellation by the Company at the closing price for common shares of the Company on the day prior to the consolidation.
In addition to approval at the Meeting the consolidation will be subject to final approval by the TSX Venture Exchange and the board of directors of the Company reserves the ability to cancel or postpone the consolidation at its discretion.
The proposed date for the consolidation is June 30, 2020, subject to amendment by the board of directors. If the date of the consolidation is changed, the Company will issue a press release advising of the newly proposed consolidation date.
The name of the Company and the class of shares will not be changed as part of the consolidation.
ABOUT GLOBALIVE TECHNOLOGY
Globalive Technology is a next generation software company and venture partner that is developing and investing in innovative solutions to disrupt traditional industries. The company forms partnerships with leading high growth companies to develop and commercialize software solutions using optimal technology stacks. It is controlled by Globalive Capital Inc., which has founded and co-founded 12 businesses over the past 20 years with six successful exits ranging from $10M to $1.3B USD, has made over 100 venture investments and has over 45 technology companies in its portfolio. For more information, visit www.globalivetech.com.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This news release contains forward-looking statements relating to the Company, its annual general and special meeting of the shareholders, and its proposed consolidation of its common shares. Such forward-looking statements are identified by terms such as "will", "may", "anticipates", "in the event" and similar expressions. All statements, other than statements of historical fact included in this release, including those noted above, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include an adjournment of the Meeting, a change in the proposed business of the Meeting, unanticipated numbers of shareholders attending or failing to attend the meeting or voting or failing to vote by proxy, the Company being unable to obtain shareholder or TSX Venture Exchange approval for any items of business proposed at the Meeting, the Company's board of directors determining not to proceed with the share consolidation, and other risks as set out in the Company's management information circular dated May 20, 2020 available on its SEDAR page at www.sedar.com.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The Company cannot guarantee that any of the forward-looking statements contained in this press release will occur as disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information.
Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will only update or revise publicly the included forward-looking statements as expressly required by Canadian securities law.
FOR FURTHER INFORMATION, PLEASE CONTACT:
For media inquiries:
Communications Manager, Globalive
For investor inquiries:
Chief Corporate Officer
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
SOURCE Globalive Technology
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