TORONTO, Feb. 10, 2012 /CNW/ - Retained executive search firm The
Caldwell Partners International Inc. (TSX: CWL) announced that at a
meeting held yesterday afternoon, that its shareholders rejected a
resolution to reduce the Stated Capital of its Common Shares by
75%. Had the resolution passed, approximately $12 million of Stated
Capital would have been reclassified as Contributed Surplus. As a
result of this rejection, the Company remains unable to consider
declaring a dividend or making application to the Toronto Stock
Exchange for approval of a Normal Course Issuer Bid.
"The rejection of this resolution by shareholders is both surprising and
disappointing. Heading into the meeting, based on proxy results from
42% of shares eligible to vote, 99.7% of shareholders were in favour if
this restatement which would have allowed the Company to declare a
dividend. " said G. Edmund King, Chairman of the Board. "However, with
65% of shares represented in person or by proxy at the meeting, the
final outcome was 66.4% in favour, just short of the 66.7% majority
required for the motion to carry. It should be noted that 35% of the
shares eligible to vote did not do so."
"Since embarking on its expansion into the United States, the Company
has performed well and achieved its goals. We believe that the Company
is now in a position to pay, and has sufficient cash flow to support, a
dividend. With this resolution now rejected, we are simply not
permitted to pay dividends," Mr. King said.
Commenting further on the rejection of the resolution, Mr. King noted
that "In addition to being able to reinstitute a dividend, we sought
the reduction in Stated Capital to provide our directors with full
flexibility to determine in the future how our funds could best be
deployed to create value for all of our shareholders."
About Caldwell Partners
Caldwell Partners is one of North America's premier providers of
executive search and has been for over 40 years. As one of the region's
most trusted advisors in executive search, the firm has a sterling
reputation built on successful searches for boards, chief and senior
executives, and selected functional experts.
With offices in Vancouver, San Francisco, Los Angeles, Dallas, Calgary,
Atlanta, Toronto, Stamford, New York City, and a strategic presence in
London and Hong Kong, the firm takes pride in delivering an unmatched
level of service and expertise to its clients.
Caldwell Partners' Common shares are listed on The Toronto Stock
Exchange (TSX: CWL). Please visit our website at www.caldwellpartners.com for further information.
Forward-looking statements in this document are based on current
expectations that are subject to significant risks and uncertainties.
Actual results might differ materially due to various factors such as
the competitive nature of the executive search industry, the ability of
the company to execute its growth strategies, the performance of the
Canadian domestic and international economies, and the company's
ability to retain key personnel. The Caldwell Partners assumes no
obligation to update the forward-looking statements, or to update the
reasons why actual results could differ from those reflected in the
SOURCE The Caldwell Partners International Inc.
For further information:
Karen Richards, CA
Chief Financial Officer
The Caldwell Partners International