CALGARY, April 20 /CNW/ - HSE Integrated Ltd. ("HSE" or the "Company") announces that on April 19, 2010 the Company mailed to shareholders the Information Circular and other materials related to the upcoming Annual and Special Meeting of Shareholders ("Annual Meeting") set for 3 PM MDT on May 14, 2010 in Calgary. Shareholders of record on the March 29, 2010 Record Date will be eligible to vote at this meeting either by proxy or in person.
The regular issues to be dealt with include the ratification of the Audited Financial Statements for the Company for the year ended December 31, 2009 and the appointment of Auditors. The other three issues of importance to shareholders are summarized below.
Appointment of Directors
The Company is proposing that the number of directors to be appointed at the meeting be eight and the Company is putting forth the existing Board of Directors for ratification by shareholders. This slate includes Bruce Levitt of Toronto, Ontario who joined the HSE board. This event was announced April 5, 2010.
The major change regarding this issue is that the alternative slate of directors as put forth by Forum National Investments Ltd. ("Forum") has been withdrawn. On January 6, 2010 HSE announced that Forum had requested a Special Meeting of Shareholders to replace the existing HSE Board of Directors with an alternative slate put forward by Forum. HSE announced that this issue would be dealt with at its Annual Meeting. This is no longer the case.
Ratification of HSE Stock Option Plan
HSE is seeking shareholder ratification of its Stock Option Plan ("SOP") as required by the TSX every three years. The plan being put forward is unchanged from its existing plan and is capped at a maximum of 10% of the issued and outstanding shares of the Company. A summary of the key elements of the SOP is included in the Company's Information Circular.
Shareholder Rights Plan
HSE is seeking shareholder ratification of a permanent Shareholder Rights Plan ("SRP") to replace the limited duration SRP the Company put into place and announced on October 9, 2010. The limited duration and permanent SRP was in response to the unsolicited bid for all of the issued and outstanding shares announced by Forum on July 20, 2009. A summary of the key elements of the SRP is included in the Company's Information Circular.
David L. Yager, Chairman and CEO, had the following comments on the Annual Meeting agenda items mailed to shareholders on April 19, 2010.
"HSE believes that its Board of Directors is comprised of successful, capable and experienced businessmen with the primary objective of representing the interests of all shareholders. The Company believes it is in the best interests of shareholders that the current board remains in place.
The SOP is an integral component of HSE's overall compensation strategy for senior management and executives. In 2009 this management team acted in the best interests of all shareholders by voluntarily taking reductions in their cash compensation in order to reduce HSE's cash operating costs to offset a significant decline in revenue caused by the recession. HSE is seeking shareholder approval for the continuation of the SOP to ensure HSE's management and executives receive fair compensation for their efforts and commitment on a multi-year basis.
The SRP is also intended to protect the best interests of all shareholders. HSE regards its share value as significantly undervalued at the present time. This leaves the Company vulnerable to unsolicited and opportunistic offers to a change in control. The primary purpose of the SRP is to maximize shareholder value in the event of an unsolicited and opportunistic offer for the shares of the Company.
We at HSE solicit shareholder support for these important matters and to vote their shares accordingly for the upcoming Annual Meeting."
HSE is an integrated, national supplier of industrial Health, Safety and Environmental services. From its head office in Calgary, Alberta, it serves its clients from field service locations in Alberta, British Columbia, Saskatchewan, Ontario, Nova Scotia, New Brunswick, Newfoundland-Labrador and Michigan. HSE also operates in Texas through a jointly owned company called Boots & Coots HSE Services LLP. HSE trades on the TSX under the symbol "HSL".
HSE Integrated Ltd. trades on the TSX under the symbol "HSL"
SOURCE HSE Integrated Ltd.
For further information: For further information: David Yager, Chairman & CEO, Telephone: (403) 266-1833, E-Mail: email@example.com