TORONTO, March 6, 2013 /CNW/ - Stonehouse Capital Management Inc. ("Stonehouse") announced today that it has acquired control and direction over 68,000 common shares of Intrinsyc Software International, Inc. ("Intrinsyc"), representing approximately 0.04% of Intrinsyc's outstanding shares. Following this acquisition, Stonehouse exercises control and direction over 10,490,000 common shares of Intrinsyc, representing approximately 6.4% of Intrinsyc's outstanding shares. All of these shares are owned by clients of Stonehouse (the "Stonehouse Accounts"). Stonehouse acts as investment manager for the Stonehouse Accounts and, pursuant to its client arrangements, exercises control and direction over all shares of Intrinsyc in the Stonehouse Accounts, including the power to vote and dispose of such shares. The 68,000 common shares of Intrinsyc were acquired by the Stonehouse Accounts on the Toronto Stock Exchange at a price of $0.07 per share.
On December 10, 2012, Stonehouse caused a meeting requisition to be delivered to Intrinsyc and its current board of directors duly requesting and requisitioning the current board to call a special meeting of Intrinsyc's shareholders for the purpose of allowing Intrinsyc's shareholders to vote upon a resolution removing all of the existing directors of Intrinsyc and to elect seven new nominees in their place. In response, the current board of directors of Intrinsyc announced on December 20, 2012 that Intrinsyc had called an annual and special meeting of its shareholders, which will include the business outlined in the meeting requisition, to be held on May 14, 2013 (the "May 2013 Meeting").
On January 24, 2013, Stonehouse publicly announced the names of the individuals to be proposed by it for election as directors of Intrinsyc at the May 2013 Meeting, and filed on SEDAR an information circular dated January 24, 2013 containing information regarding those nominees. The nominees to be proposed by Stonehouse include Michael W. Bird, David M. Lewis and Robert Odendaal (collectively, the "Specified Nominees").
The Specified Nominees, collectively beneficially own, or exercise control and direction over, a further 6,701,400 common shares of Intrinsyc, representing approximately 4.1% of Intrinsyc's outstanding shares. Collectively, Stonehouse and the Specified Nominees beneficially own, or exercise control and direction over, 17,191,400 common shares of Intrinsyc, representing approximately 10.5% of Intrinsyc's outstanding shares. In addition, a further 2,715,000 common shares of Intrinsyc are held by one or more trusts of which one of the Specified Nominees and/or various members of his family are beneficiaries, although the Specified Nominee is not a trustee and does not exercise control or direction over these shares. Stonehouse and the Specified Nominees therefore collectively beneficially own, directly or indirectly, or exercise control and direction over, or otherwise indirectly have an interest in, 19,906,400 common shares of Intrinsyc, or approximately 12.2% of Intrinsyc's outstanding shares.
The common shares of Intrinsyc acquired by the Stonehouse Accounts are being held for investment purposes. Depending on market and other conditions, Stonehouse and/or the Specified Nominees currently expect, from time to time, to increase their respective ownership, control and direction over securities of Intrinsyc. Depending on market and other conditions, Stonehouse and/or the Specified Nominees may also, from time to time, decrease their respective ownership, control and direction over securities of Intrinsyc.
The issuance of this news release is not an admission that any person or entity named herein is a joint actor with any other person or entity so named.
SOURCE: Stonehouse Capital Management Inc.
For further information:
For further information or a copy of the report filed under National Instrument 62-103, please contact:
Daniel S. Marks, CFA
Stonehouse Capital Management Inc.
1003 College Street
Toronto, Ontario M6H 1A8