Second Open Letter to Fellow Shareholders of Reitmans (Canada): Board Refresh, Collapse of Dual Class Share Structure and Exchange Listing Graduation
TORONTO, June 11, 2025 /CNW/ - Concerned shareholders (the "Concerned Shareholders") of Reitmans (Canada) Limited ("Reitmans" or the "Company") receive significant support from other shareholders of the Company, and continue to request dialogue with the Board and immediate action at Reitmans to address the ongoing governance concerns and stagnation of shareholder value
To our Fellow Shareholders:
Further to our open letter on May 13, 2025 (the "May 13 Letter"), we would like to provide an update on the high levels of support we have received from shareholders who are deeply frustrated with the Board of Directors (the "Board") of Reitmans.
Including the holdings of the Concerned Shareholders, shareholders representing approximately 16 million shares (32% of the total equity in issue) have reached out to indicate their support for the changes we proposed on May 13, 2025. To put this into context, we estimate that the Reitman family owns, on an aggregate basis, the equivalent of 21.67% of the total shares in issue, albeit a majority of the voting common shares. Excluding the Reitman family's shareholdings, following our call to action in our May 13 Letter, shareholders representing nearly 41% of the remaining shares have indicated to us that they see a need for positive change at the Company. We also suspect that there are likely more shareholders out there who have not yet contacted us but also share our views on the urgent need for change at the Company.
As indicated in our May 13 Letter, we have been consistently ignored by the Board despite numerous requests to dialogue and, disappointingly, have yet to receive any communication from the Company or the Board since publishing our May 13 Letter. The Executive Chairman, Mr. Stephen Reitman, and the Board cannot continue to ignore the requests for change from such a large percentage of their shareholder base. We encourage the Executive Chairman to personally reach out to the Concerned Shareholders so that we can begin dialogue and work together on ensuring positive change at the Company that would be in the best interests of all shareholders. We would like to remind the Executive Chairman of his commitment to shareholders, as highlighted in the following extract of the "Position Description – Executive Chair of the Board of Directors" published by the Company:
"Communications With Shareholders
Being available for consultation and direct communication with shareholders and other key stakeholders, as appropriate."
In the interest of clarity, we would like to reiterate that, for the reasons outlined in our May 13 Letter, we propose the following:
1. Board Refresh
We intend to vote against the reappointment of Messrs. Bruce Guerriero and Daniel Rabinowicz at the upcoming shareholders' meeting scheduled for June 18, 2025 (the "Meeting"). We encourage other shareholders to do the same.
The two (2) replacement candidates we intend to nominate as Board members are Mr. Jesse Gamble and Ms. Deborah Honig (together, the "Concerned Shareholders' Nominees").
The bios of our Concerned Shareholders' Nominees are included below. Both Concerned Shareholders' Nominees are independent and would provide a high level of expertise and competence in Capital Markets. In addition, they would ensure that the interests of all shareholders are well represented at the Board level.
2. Collapse Dual Class Share Structure and Graduate to the Main Toronto Stock Exchange
Collapsing the dual class share structure and graduating to the Toronto Stock Exchange would be of major benefit to the Company for the various reasons outlined in our May 13 Letter. In order to alleviate any concerns the founding Reitman family may have around loss of control of the Company, a large, targeted buyback could take place.
Call to Action
If, as a fellow shareholder, you agree with the concerns and proposed changes we outlined above and on May 13, 2025 and wish to contact us, you may do so at [email protected].
We look forward to working together with the Company on ensuring Reitmans' equity is awarded with the valuation it deserves.
Concerned Shareholders' Nominees
Deborah Honig
Deborah Honig is a seasoned capital markets professional with over 15 years of experience working with public companies, institutional investors, retail investors, and high-net-worth individuals. She is the President and founder of Adelaide Capital, a leading full-service investor relations firm specializing in small- and mid-cap Canadian-listed equities.
Prior to establishing Adelaide Capital, Ms. Honig held senior roles as an institutional equity salesperson at several full-service investment banks in Toronto, where she developed deep expertise in equity markets and investor engagement.
She holds an Honours B.A. from the University of Toronto and has earned both the Chartered Market Technician (CMT) and Derivative Market Specialist (DMS) designations. Ms. Honig also serves as a Director of Val-d'Or Mining Corp.
Jesse Gamble
Mr. Jesse Gamble has been working closely with Jason Donville to manage the DKAM Capital Ideas Fund since 2011. Mr. Gamble received an MBA from the Ivey Business School at Western University and a B.Sc. degree from the Dyson School of Economics at Cornell University. Additionally, he holds the Certified Investment Manager designation and is a certified Portfolio Manager.
Additional Information
The Concerned Shareholders are providing the disclosure required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") and section 150(1.2) of the Canada Business Corporations Act in accordance with Canadian corporate and securities laws applicable to public broadcast solicitation.
The information contained herein and any solicitation made by the Concerned Shareholders in advance of the Meeting is, or will be, as applicable, made by the Concerned Shareholders and not by or on behalf of the management of Reitmans. All costs incurred for any solicitation will be borne by the Concerned Shareholders, provided that, subject to applicable law, the Concerned Shareholders may seek reimbursement from Reitmans of the Concerned Shareholders' out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection therewith.
The Concerned Shareholders may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the Concerned Shareholders. Any proxies solicited by or on behalf of the Concerned Shareholders may be solicited pursuant to a dissident information circular sent to shareholders, after which solicitations may be made by or on behalf of the Concerned Shareholders, by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, and in person by directors, officers and employees of the Concerned Shareholders, who will not be specifically remunerated therefore, or by way of public broadcast, including through press releases, speeches or publications and by any other manner permitted under Canadian corporate and securities laws.
A registered holder of common shares of Reitmans that gives a proxy may revoke it by instrument in writing executed by the shareholder or by his or her or its attorney authorized in writing, or, if the registered shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized, and deposited at the office of Reitmans at 250 Sauvé Street West, Montreal, QC H3L 1Z2 at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, or, as to any matter on which a vote has not already been cast pursuant to the authority conferred by the proxy, by depositing such instrument with the chairman of the Meeting at the Meeting or any adjournment thereof. A registered holder of common shares may also revoke the proxy in any other manner permitted by law.
The Concerned Shareholders, being Donville Kent Asset Management Inc., Parma Investments Limited and a private investor, collectively own 5,576,835 class A shares and 1,193,800 common shares of the Company.
The Company's principal business office is located at 250 Sauvé Street West, Montreal, QC H3L 1Z2. A copy of this news release may be obtained on Reitmans' SEDAR+ profile at www.sedarplus.ca.
Information Concerning the Concerned Shareholders' Nominees
At the Meeting, the Concerned Shareholders intend to nominate Mr. Jesse Gamble and Ms. Deborah Honig to serve as new independent directors of the Board until the next annual meeting of shareholders, or until their successors are elected or appointed in accordance with applicable law. The table below sets out, in respect of each Concerned Shareholders' Nominee, his or her name, province or state and country of residence, and his or her principal occupation, business or employment within the five preceding years.
Name, Province or State |
Present Principal Occupation, Business or Employment and |
Jesse Gamble(1) Ontario, Canada |
Senior Vice President and Portfolio Manager at Donville Kent Asset |
Deborah Honig British Columbia, Canada |
President at Adelaide Capital and Director of Val-d'Or Mining Corp. |
(1) |
Donville Kent Asset Management is the beneficial owner of 1,654,300 Class A non-voting shares and 638,300 common shares. |
Other Boards of Reporting Issuers
As at the date of this news release, Ms. Deborah Honig is currently a director of another reporting issuer (Val-d'Or Mining Corp.).
Other Information Concerning the Concerned Shareholders' Nominees
To the knowledge of the Concerned Shareholders, no Concerned Shareholders' Nominee is, at the date hereof, or has been, within ten (10) years before the date hereof: (a) a director, chief executive officer or chief financial officer of any company 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 thirty (30) consecutive days (each, an "order"), in each case that was issued while the Concerned Shareholders' 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 Concerned Shareholders' 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 Concerned Shareholders' Nominee was acting in that capacity, or within one (1) year of such Concerned Shareholders' 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, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such Concerned Shareholders' Nominee.
To the knowledge of the Concerned Shareholders, as at the date hereof, no Concerned Shareholders' 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 Concerned Shareholders' Nominee.
To the knowledge of the Concerned Shareholders, none of the Concerned Shareholders, nor any associates or affiliates of the foregoing, nor any of the Concerned Shareholders' Nominees or their respective associates or affiliates, has: (a) any material interest, direct or indirect, in any transaction since the commencement of Reitmans' most recently completed financial year or in any proposed transaction which has materially affected or will materially affect Reitmans 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, other than the re-constitution of the Board.
SOURCE Concerned shareholders of Reitmans (Canada) Limited
Investor and Media Contact: DONVILLE | KENT Asset Management Inc., [email protected], 40 King Street W, Suite 6202 Toronto, Ontario M5H 3Y2
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