- All Resolutions Passed -
HALIFAX, Sept. 30, 2014 /CNW/ - DHX Media Ltd. ("DHX" or the "Company")
(TSX: DHX), a key player internationally in the creation of content for
families and children, announced today the voting results from its
special meeting (the "Meeting") of the shareholders held September, 30,
2014. Shareholders voted in favour of all items of business before the
meeting, which related primarily to instituting a new share structure
to ensure adherence to the Canadian control requirements of the
Broadcasting Act following the Company's closing of the Family Channel
assets, as well as re-approval of the Company's existing options plan.
Here follows a summary of the resolutions:
1) Motion to adopt a special resolution to approve an amendment to the
Articles of the Company in order to create three new classes of shares,
the Variable Voting Shares, the Common Voting Shares and Non-Voting
With the adoption of the special resolution, the Company expects to file
Articles of Amendment on October 6, 2014, at which time each
outstanding Common Share which is not owned and controlled by a
Canadian for the purposes of a direction made under the Broadcasting
Act (Canada) (the "Broadcasting Act") will be converted into one
Variable Voting Share; and each outstanding Common Share which is owned
and controlled by a Canadian for the purposes of a direction made under
the Broadcasting Act will be converted into one Common Voting Share.
The conversion of the outstanding Common Shares will be reflected in
Shareholder holdings after October 6, 2014. Conversions will be
automatic and no action by shareholders is required, however
shareholders may be contacted by their intermediary or the transfer
agent to confirm status as a Canadian or a non-Canadian. The Variable
Voting Shares and the Common Voting Shares have been conditionally
approved for listing on the Toronto Stock Exchange, and are expected to
commence trading under the symbols DHX.A and DHX.B, respectively, in
October. All unissued Common Shares of the Company will be canceled. A
new class of Non-Voting Shares that carry the same rights as the Common
Voting Shares and Variable Voting Shares, other than with respect to
voting rights, will be created. As of today, there are no Non-Voting
Shares issued or outstanding and the Company does not currently intend
to issue any Non-Voting Shares. Full details of the special resolution
are set out in the Management Information Circular dated September 3,
2014 which is available on SEDAR at www.sedar.com.
2) Motion to adopt an ordinary resolution to ratify By-law No. 2014-1 to
confer on the Board of Directors the power and authority to implement
and apply rules relating to restrictions on the issue, transfer,
ownership, control and voting of Common Voting Shares and Variable
By-law No. 2014-1 facilitates conversions between Common Voting Shares
and Variable Voting Shares based on the status of the holder as a
Canadian or non-Canadian. The Company believes that the reorganization
of its share capital structure and the implementation of By-law No.
2014-1 will assist the Company in continuing to qualify as "Canadian"
within the meaning of a direction made under the Broadcasting Act,
while providing greater flexibility to allow investment by
non-Canadians and increase the ability of the Company to access capital
around the world to achieve its growth objectives and fund future
3) Motion to approve, ratify and confirm the unallocated options, rights
and other entitlements under the Company's Stock Option Plan:
4) Motion to approve, ratify and confirm (i) the grant of Options
exercisable to acquire 5,310,000 Common Shares which were granted
pursuant to the Stock Option Plan to certain employees, officers,
directors and consultants of the Company and (ii) the exercise of a
total of 365,000 of the Options so granted:
The Company is grateful for the support of its shareholders, and wishes
to thank all of the attendees of the special meeting.
About DHX Media Ltd.
DHX Media Ltd. (www.dhxmedia.com), a leading broadcaster, creator, producer and marketer of family
entertainment, is recognized globally for such brands as Yo Gabba Gabba!, Caillou, Teletubbies, In the Night Garden, Inspector Gadget, Johnny Test, and the multi-award winning Degrassi franchise. DHX Media Ltd. is the owner of Family Channel, the
most-viewed children's television channel in Canada, as well as Disney
Junior (English & French) and Disney XD. The Company markets and
distributes its library of more than 10,000 episodes of entertainment
programming worldwide, and licenses its owned properties through its
dedicated consumer products business. DHX Media Ltd.'s full-service
international licensing agency, Copyright Promotions Licensing Group
Ltd. (CPLG), represents numerous entertainment, sport and design
brands. DHX Media Ltd. has offices in Toronto, Los Angeles, Vancouver,
Halifax, London, Paris, Barcelona, Milan, Munich and Amsterdam, and is
listed on the Toronto Stock Exchange under the ticker DHX.
This press release contains forward looking statements with respect to
DHX including statements regarding the filing of Articles of Amendment
and the listing of Common Voting Shares and the Variable Voting Shares
on the Toronto Stock Exchange. Although the Company believes that the
expectations reflected in such forward looking statements are
reasonable, such statements involve risks and uncertainties and are
based on information currently available to the Company. Actual results
may differ materially from those expressed or implied by such forward
looking statements. Factors that could cause actual results or events
to differ materially from current expectations, among other things,
include risk factors discussed in materials filed with applicable
securities regulatory authorities from time to time including matters
discussed under "Risk Factors" in the Company's Annual Information Form
and annual Management Discussion and Analysis. These forward-looking
statements are made as of the date hereof, and the Company assumes no
obligation to update or revise them to reflect new events or
circumstances, except as required by law.
SOURCE: DHX Media Ltd.
For further information:
Investor relations, please contact:
David A. Regan - EVP, Corporate Development & IR, DHX Media Ltd.
Media, please contact:
Shaun Smith - Director, Corporate Communications, DHX Media Ltd.