TORONTO, May 26, 2014 /CNW/ - Difference Capital Financial Inc. ("DCF")
(TSX:DCF) (TSX:DCF.DB) a holder of 28.4% of the outstanding shares of
BENEV Capital Inc. (NEX: BEV.H) ("BENEV" or the "Company") announced
today that it has nominated the following five highly-qualified
individuals (the "Nominees") for the Board of BENEV:
"The Company's recent announcement of a dramatic shift in strategy
without consulting shareholders is further evidence of a board that
requires fresh perspective and new leadership," said Michael Wekerle,
CEO of DCF. "The Nominees intend to diligently pursue a shareholder
focused agenda of value creation for the benefit of all shareholders."
Each of the Nominees contributes a wealth of skills and experience drawn
from their respective backgrounds in technology, finance, law and
DCF'S HIGHLY-QUALIFIED NOMINEES:
John Albright: Mr. Albright is Co-Founder and Managing Partner of Relay Ventures an
early stage venture fund exclusively focused on mobile connectivity.
Mr. Albright has a history of assisting entrepreneurial companies
through significant growth and eventually to the public markets. Mr.
Albright currently serves as a director of several leading private
technology companies, and is an independent director of DCF. In
addition, he serves as a director of the Canadian Venture Capital and
Private Equity Association
Henry Kneis: Mr. Kneis is the Chief Operating Officer and Chief Financial Officer
of DCF. He has 25 years of experience specializing in alternative
assets including hedge fund investment management, structured product
development, equity derivatives and proprietary arbitrage trading. He
was the Founder, Chief Executive Officer and Chief Investment Officer
of Abria Financial Group, where he managed three portfolios of hedge
funds. Prior to founding Abria, Mr. Kneis was the Chief Executive
Officer of Maple Securities Ltd., a privately held, $100 million
investment dealer and Toronto Stock Exchange member.
Adrian Montgomery: Mr. Montgomery is the Chief Investment Officer of Tuckamore Capital
Management Inc., a publicly-traded company that has invested
approximately $700 million in successful private businesses since its
inception in 2005. Prior to joining Tuckamore, he headed business
development at Rogers Media Inc. Mr. Montgomery is a lawyer and member
of the New York State Bar and currently serves on the boards of Epsilon
Energy, a TSX-listed Company, and the Toronto East General Hospital
Michael Wekerle: Mr. Wekerle is the Chief Executive Officer of DCF. He was previously a
partner and co-founder of Griffiths McBurney & Partners' (GMP) sales
and trading operations. He served as Vice Chairman of Institutional
Trading at GMP Securities until August 2011, where he was widely
considered a leading investment advisor in Canada. During his time, he
helped establish the firm's hedge fund, institutional trading desk and
a reputation for assisting clients in profiting from large-scale
Cameron White: Mr. White is the Chief Operating Officer and a founding partner of
Thunderbird Films Inc., a rapidly growing Vancouver-based TV and film
production company with offices in Los Angeles and Toronto. Mr. White
applies his expertise at Thunderbird towards corporate finance and deal
structures, legal issues and overall company strategy. From 1995 to
2002, Mr. White served as Chairman of Peace Arch Entertainment Group.
He has also practiced corporate and securities law for 15 years with a
focus on natural resources, media and technology.
DCF RESPONDS TO BENEV CHANGE IN STRATEGIC DIRECTION
On May 22, BENEV announced that it will be pursuing the purchase of
top-line royalty streams from a number of multi-location businesses and
franchisors - this represents a major shift in its corporate strategy.
This decision was made without the consultation or support of the
Company's major shareholders, including DCF. In unilaterally pursing
this course of action the Company's Board and advisors have
demonstrated a disregard towards the duties and obligations owed to
As the Company's largest shareholder, DCF insists that the Company cease
any attempts to alter its corporate strategy, issue dilutive equity or
equity-linked securities or enter into any transformative transaction
until all shareholders have an opportunity to express their views by
way of a vote at the upcoming Annual General Meeting, scheduled for
DCF maintains that any transformative transaction or securities issuance
proposed to be undertaken by the Company must be presented to and voted
on by the Company's shareholders.
DCF reserves all rights with respect to future actions and is carefully
considering all legal options and remedies available to it as a
shareholder of BENEV.
DCF has hired the Special Situations Team of Norton Rose Fulbright
Canada as its legal advisor, and Bayfield Strategy, Inc. as its
communications advisor, in connection with its investment in BENEV.
ABOUT DIFFERENCE CAPITAL FINANCIAL INC.
Difference Capital Financial Inc. invests in and advises growth companies. We leverage our capital
markets expertise to help unlock the value in technology, media and
healthcare companies as they approach important milestones in their
business lifecycle. Difference Capital Financial Inc. is traded under
the Toronto Stock Exchange under the symbol "DCF".
Information about the Nominees
As previously stated, the Nominees are John Albright, Henry A. Kneis,
Adrian Montgomery, Michael Wekerle and Cameron White. The table below
sets out, in respect of each Nominee, his or her name, province or
state and country of residence, his or her principal occupation,
business or employment within the five preceding years, and the number
of common shares beneficially owned, or controlled or directed,
directly or indirectly, by such nominee as of May 26, 2014.
Name and Province/ State
and Country of Residence1
Present Principal Occupation, Business or
Employment and Principal Occupation, Business or
Employment for five preceding years1
Number of Common Shares
Beneficially Owned or
Controlled or Directed
(directly or indirectly)1
Managing Partner, Relay Ventures (formerly known as JLA Ventures) (May
Henry A. Kneis
Chief Operating Officer and Chief Financial Officer, Difference Capital
Inc. (March 2012-present)
Chief Financial Officer, Difference Capital Financial Inc. (June
Portfolio Manager, Difference Capital Management Inc. (March
Portfolio Manager, Abria Alternative Investments Inc. (1999-February 2012)
Chief Investment Officer, Tuckamore Capital Management Inc. (January
General Manager, Rogers Media Inc. (March 2008-December 2009)
Chief Executive Officer, Difference Capital Financial Inc. (March
Managing Partner, Galileo Equity Advisors (October 2011-February 2012)
Head of Institutional Trading, GMP Capital Inc. (March 2009-August 2011)
British Columbia, Canada
Chief Operating Officer, Thunderbird Films Inc. (May 2014-present)
Director and Consultant, Thunderbird Films Inc. (August 2003-May 2014)
(1) Information set out in the table has been provided by each Nominee as
at May 26, 2014.
(2) Representing those Shares held by Difference Capital Financial Inc. over
which John Albright, Henry A. Kneis and Michael Wekerle each exercise
"control or direction" as such term is defined in applicable securities
Other Boards of Reporting Issuers
As at the date hereof, the directorships held by each of the Nominees in
reporting issuers (or the equivalent) in Canada or otherwise, are as
set out below:
Other Reporting Issuers
Difference Capital Financial Inc.
Epsilon Energy Ltd.
Difference Capital Financial Inc.
LiveReel Media Corporation
GMP Capital Inc.
Gordon Creek Energy Inc.
Cease Trade Orders and Bankruptcies
To the knowledge of DCF, no Nominee is, as at the date hereof, or has
been, within 10 years before the date hereof, (a) a director, chief
executive officer or chief financial officer of any company (including
BENEV) that: (i) was subject to a cease trade order, an order similar
to a cease trade order or an order that denied the relevant company
access to any exemption under securities legislation that was in effect
for a period of more than 30 consecutive days (each, an order), in each
case that was issued while the Nominee was acting in the capacity as
director, chief executive officer or chief financial officer, or (ii)
was subject to an order that was issued after the Nominee ceased to be
a director, chief executive officer or chief financial officer and
which resulted from an event that occurred while that person was acting
in the capacity as director, chief executive officer or chief financial
officer; (b) a director or executive officer of any company that, while
such Nominee was acting in that capacity, or within a year of such
Nominee ceasing to act in that capacity, became bankrupt, made a
proposal under any legislation relating to bankruptcy or insolvency or
was subject to or instituted any proceedings, arrangement or compromise
with creditors or had a receiver, receiver manager or trustee appointed
to hold its assets; or (c) someone who became bankrupt, made a proposal
under any legislation relating to bankruptcy or insolvency, or became
subject to or instituted any proceedings, arrangements or compromise
with creditors, or had a receiver, receiver manager or trustee
appointed to hold the assets of such Nominee.
Penalties and Sanctions
To the knowledge of DCF, as at the date hereof, no Nominee has been
subject to (a) any penalties or sanctions imposed by a court relating
to securities legislation, or by a securities regulatory authority, or
has entered into a settlement agreement with a securities regulatory
authority; or (b) any other penalties or sanctions imposed by a court
or regulatory body that would likely be considered important to a
reasonable securityholder in deciding whether to vote for a Nominee.
To the knowledge of DCF, none of the directors or officers of DCF, or
any associates or affiliates of the foregoing, or any of the Nominees
or their respective associates or affiliates, has: (a) any material
interest, direct or indirect, in any transaction since the commencement
of BENEV's most recently completed financial year or in any proposed
transaction which has materially affected or will materially affect
BENEV or any of its subsidiaries; or (b) any material interest, direct
or indirect, by way of beneficial ownership of securities or otherwise,
in any matter proposed to be acted on at the Meeting (as defined
below), other than the election of directors.
Additional Information Relating to Public Broadcast Solicitations
BENEV has announced that it has called an annual general and special
meeting of shareholders to be held on June 30, 2014 (the "Meeting").
DCF may file a dissident information circular (the "Dissident
Circular") in connection with the Meeting, or any adjournment or
postponement thereof, in due course in compliance with applicable
securities and corporate laws.
Notwithstanding the foregoing, DCF is providing the disclosure required
under section 9.2(4)(c) of National Instrument 51-102 - Continuous Disclosure Obligations in accordance with securities and corporate laws applicable to public
This press release and any solicitation made by DCF in advance of the
Meeting is, or will be, as applicable, made by DCF and not by or on
behalf of the management of BENEV. All costs incurred for any
solicitation will be borne by DCF, provided that, subject to applicable
law, DCF may seek reimbursement from BENEV for DCF's out-of-pocket
expenses, including proxy solicitation expenses and legal fees,
incurred in connection with a successful reconstitution of the
Company's board of directors.
Any proxies solicited by DCF may be solicited by way of public
broadcast, including through press releases, speeches or publications
and by any other manner permitted under applicable laws, including
pursuant to a Dissident Circular sent to shareholders of BENEV.
Solicitations may be made by or on behalf of DCF, by mail, telephone,
fax, email or other electronic means, and in person by directors,
officers and employees of DCF or by the Nominees. DCF may engage the
services of a proxy advisor to assist with solicitation on behalf of
It is expected that any proxies solicited by DCF in connection with the
Meeting may be revoked by instrument in writing by the shareholder
giving the proxy or by its duly authorized officer or attorney, or in
any other manner permitted by law.
BENEV's registered office is Stikeman Elliott LLP, 199 Bay Street, Suite
5300, Commerce Court West, Toronto, ON M5L 1B9 and its principal
business and head office is 1245-200 Granville Street Vancouver, BC V6C
DCF has filed this press release, which contains the information
required by section 9.2(4)(c) of National Instrument 51-102 - Continuous Disclosure Obligations and Form 51-102F5 Information Circular in respect of the Nominees under BENEV's company profile on SEDAR at http://www.sedar.com.
SOURCE: Difference Capital Financial Inc.
For further information:
Difference Capital Financial Inc.
Chief Executive Officer
Bayfield Strategy, Inc.