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TORONTO, May 1, 2014 /CNW/ - Regal Lifestyle Communities Inc. ("Regal" or the "Company") (TSX: RLC) announced that on April 30, 2014 its board of the directors (the "Board") approved the adoption of an advance notice by-law (the "Advance Notice By-Law"), establishing a framework requiring advance notice for the nomination of directors by shareholders of Regal. The Advance Notice By-Law fixes certain deadlines by which shareholders must submit a notice of director nominations to the Company prior to any annual or special meeting of shareholders where directors are to be elected and sets forth the information concerning the proposed nominees that must be included in any such notice.
The Advance Notice By-Law provides an orderly and transparent nomination process for director nominations and sets out a reasonable timeframe for the submission of proposed nominees while requiring disclosure of certain information concerning the proposed nominee in accordance with applicable securities laws. The Advance Notice By-Law will assist in ensuring that the Board is able to evaluate the proposed nominees' qualifications and suitability as directors of the Company while in turn providing shareholders with adequate notice of the nominations to be considered at a meeting and allowing shareholders to exercise their voting rights in an informed manner. The Advance Notice By-Law is similar to the advance notice by-laws adopted by many other Canadian public companies.
More specifically, the Advance Notice By-Law requires advance notice to the Company in circumstances where nominations of persons for election as a director of the Company are made by shareholders other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Ontario) (the "OBCA"), or (ii) a shareholder proposal made pursuant to the provisions of the OBCA.
In the case of an annual meeting of shareholders, notice to the Company must be given not less than 30 days or more than 65 days prior to the date of the annual meeting. In the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be given not later than the close of business on the 10th day following such public announcement.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be given not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made. The Advance Notice By-law is effective immediately and will be placed before shareholders for approval, confirmation and ratification at the next annual and special meeting of shareholders of the Company to be held on June 4, 2014. The full text of the Advance Notice By-Law is available on SEDAR under the Company's profile at www.sedar.com
About Regal Lifestyle Communities Inc.
Regal Lifestyle Communities Inc. is a corporation incorporated under the laws of the Province of Ontario which currently owns a portfolio of income-producing retirement communities offering a continuum of care, from independent serviced living to a full range of assisted living programs. The 16 retirement communities comprise over 2,100 suites, primarily located in the Province of Ontario and including a property located in each of the Provinces of British Columbia, Saskatchewan and Newfoundland and Labrador.
Forward Looking Information
Certain information in this press release may constitute forward-looking statements that involve a number of risks and uncertainties, including statements in respect of the Advance Notice By-Law and obtaining the required shareholder approval at the Company's June 4, 2014 annual and special meeting of shareholders or any adjournment or postponement thereof. Forward-looking statements use the words "believe", "expect", "anticipate", "may", "should", "intend", "estimate" and other similar terms, which do not relate to historical matters. Such forward-looking statements involve known and unknown risks and uncertainties and other factors that may cause the actual results to differ materially from those indicated. For further information, see the risk factors identified in the public filings of the Company available on www.sedar.com. The Company believes that the expectations reflected in its forward-looking statements are based on reasonable assumptions; however, the Company can give no assurance that actual results will be consistent with these forward-looking statements. In particular, the Advance Notice By-Law will cease to be effective if it is rejected by shareholders at the Company's June 4, 2014 annual and special meeting of shareholders. Except as required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Readers should be cautioned not to place undue reliance on the forward-looking statements.
For more information, visit the Company's issuer profile at www.sedar.com
SOURCE: Regal Lifestyle Communities Inc.
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Regal Lifestyle Communities Inc.
Chief Financial Officer
Regal Lifestyle Communities Inc.