TSX Symbol: CIX
TORONTO, May 27, 2011 /CNW/ - CI Financial Corp. ("CI") announced today
that its shareholders have voted by an overwhelming and sufficient
margin to continue the company's shareholder protection plan until its
natural expiry date of 2014.
Over 99% of the shareholders who have voted, accounting for more than
90% of shares voted by proxies to date, are in favour of continuing
CI's Shareholder Rights Plan. This issue has galvanized CI's
shareholders, resulting in a record voting turnout by proxy.
This strong show of support came in the face of a challenge to the
Shareholder Rights Plan from the Bank of Nova Scotia, which owns
approximately 36% of CI shares, and the Toronto Stock Exchange. In
response to a complaint by the Bank of Nova Scotia, the TSX decided in
April to force CI to submit the resolution to continue the Plan to a
vote of all shareholders, including the bank. According to the terms of
the Plan, the bank is not considered an independent shareholder
entitled to vote on the Plan's continuation. On Thursday, the Ontario
Securities Commission set aside the TSX decision.
"CI has maintained from the beginning that winning the vote on the Plan
was a foregone conclusion, even with the Bank of Nova Scotia voting
against it," said Stephen A. MacPhail, CI President and Chief Executive
Officer. "However, we appealed to the OSC because the principle at
stake was critical to confidence in our capital markets, good corporate
governance and simple common sense."
The OSC panel found that the TSX did not have jurisdiction over a vote
to ratify the continuance of a plan that had already been approved by
CI shareholders, including the bank, and accepted by the TSX in 2008.
William T. Holland, CI's Executive Chairman, noted that this issue has
cost CI considerable time and money. "As CI Chairman, I implore the
Board of Directors of Bank of Nova Scotia to stop endorsing a pattern
of behaviour by the bank's senior executives that results in a wilful
waste of corporate assets," he said.
CI's Shareholder Rights Plan was approved by shareholders in 2008 and,
under the terms of the plan, independent shareholders must ratify its
continuance after three years. That resolution is to be ratified at
CI's annual and special meeting of shareholders on June 1, 2011.
CI's Shareholder Rights Plan does not prevent a takeover of CI but
ensures that any change of control transaction is conducted in a manner
that is fair and in the best interests of all shareholders. The Plan's
objective is that all shareholders be offered an opportunity to tender
their shares and receive a premium in the event of a change of control.
Therefore, the Plan prevents a "creeping takeover" of CI or a transfer
of control in which only certain shareholders are paid a premium for
CI Financial Corp. (TSX: CIX) is an independent, Canadian-owned wealth
management company with approximately $99.0 billion in assets as of
April 30, 2011. CI offers a broad range of investment products and
services, including an industry-leading selection of investment funds,
and is on the Web at www.ci.com/cix.
SOURCE CI Financial Corp.
For further information:
Stephen A. MacPhail
President and Chief Executive Officer
CI Financial Corp.