Subjects: FINANCING AGREEMENTS, ANNUAL MEETINGS, SHAREHOLDER RIGHTS PLANS
Premier Diversified Holdings Inc. Announces Shareholder Meeting, Share Consolidation and Loan Amendment
VANCOUVER, British Columbia, June 03, 2021 (GLOBE NEWSWIRE) -- Premier Diversified Holdings Inc. ("Premier" or the "Company") (TSXV: PDH) announces that it will be hosting its 2021 Annual General and Special Meeting of Shareholders (the "Meeting") virtually via Zoom at 11:30 am Pacific Time on Wednesday, June 30, 2021, as further detailed in the proxy materials distributed to shareholders and under the Company's profile on SEDAR at www.sedar.com.
Due to ongoing COVID-19 concerns and physical gathering safety restrictions in place, the Company had requested that shareholders vote in advance of the Meeting via proxy, and is hosting the Meeting virtually via the Zoom link or via the teleconference line being provided by the Company. A virtual-only meeting format provides all Shareholders an equal opportunity to participate at the Meeting regardless of their geographic location or the particular constraints, circumstances or risks they may be facing as a result of COVID-19.
Shareholders must register in advance for the Meeting here:
https://zoom.us/meeting/register/tJYoduqurzMpG9aTubWEXumSmwGtqxGHvTzI
After registering, you will receive a confirmation email containing information about joining the meeting. You can access the Meeting via the Zoom link below, which will become active shortly before the Meeting commences:
https://zoom.us/j/92513618312?pwd=TWlaeEZGUy9IeENXZ3k3RWJ0TElaUT09
Meeting ID: 925 1361 8312; Passcode: 341392
To join by phone, dial by your location:
Canada: +1 647 558 0588 OR +1 778 907 2071 OR +1 204 272 7920 or +1 438 809 7799 OR +1 587 328 1099 OR +1 647 374 4685
USA: +1 646 558 8656 US (New York) OR +1 669 900 9128 US (San Jose) OR +1 253 215 8782 US (Tacoma) OR +1 301 715 8592 US (Washington DC) OR +1 312 626 6799 US (Chicago) OR +1 346 248 7799 US (Houston)
Meeting ID: 925 1361 8312; Passcode: 341392
Find your local number: https://zoom.us/u/awqCOJZRh
Share Consolidation
At the Meeting, the Company will seek shareholder approval of a share consolidation (the "Share Consolidation") of the Company's common shares on the basis of fifty (50) pre-Share Consolidation common shares for one (1) post-Share Consolidation common share.
If approved and implemented, and subject to the treatment of fractional shares, the Share Consolidation will affect all shareholders uniformly and will not affect any shareholder's percentage ownership interest in the Company, and the Share Consolidation will not affect any Shareholder's proportionate voting rights. Each Common Share outstanding after the Share Consolidation will be entitled to one vote and will be fully paid and non-assessable.
The principal effects of the Share Consolidation will be that:
- the number of Common Shares issued and outstanding will be reduced from 235,534,066 Common Shares to approximately 4,710,681 Common Shares; and
- the current 7,250,000 options to purchase Common Shares will be reduced proportionately based on the consolidation ratio with a corresponding increase in their exercise price per share.
There are currently an unlimited number of Common Shares in the authorized share structure of the Company and on effecting the Share Consolidation there will continue to be an unlimited number of Common Shares. The Company's name will not be changed in conjunction with the Share Consolidation.
The reasons for and potential benefits of the Share Consolidation include:
- Greater investor interest ? a higher post-consolidation Common Share price could help generate interest in the Company among certain investors.
- Improved trading liquidity ? an increased interest from investors may ultimately improve the trading liquidity of the Common Shares.
- Reduced price volatility ? an anticipated higher post-consolidation Common Share price could result in less volatility in the price of the Common Shares. While the Board believes that reducing the number of Common Shares through the Share Consolidation will result in a higher post-consolidation Common Share price, the market price of the Common Shares will also be based on other factors including the Company's financial and operational results, its available capital and resources, the state of the market for the Common Shares at the time, general economic, geopolitical, market and industry conditions, the market perception of the Company's business and other factors and contingencies which are unrelated to the number of Common Shares outstanding.
The Share Consolidation is subject shareholder approval, and to review and acceptance by the TSX Venture Exchange. If such approvals are obtained, the Share Consolidation will be implemented at a future date following the Meeting as the Board may determine.
Amended Loan Agreement with MPIC Fund I, LP.
Premier entered into a loan agreement with MPIC on April 28, 2020 with a principal amount of US$150,000. This loan matured on April 28, 2021. MPIC and Premier agreed to extend the maturity date to April 28, 2022.
About Premier Diversified Holdings Inc.
Premier Diversified Holdings Inc. participates in diversified industries through its acquisitions of securities and/or assets of public and private entities which it believes have potential for significant returns. It may act as a holding company (either directly or through a subsidiary) and may participate in management of subsidiary entities to varying degrees.
On behalf of the Board of Directors
"Sanjeev Parsad"
Sanjeev Parsad
President, CEO and Director
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdictions in which such offer, solicitation or sale would be unlawful. Any offering made will be pursuant to available prospectus exemptions and restricted to persons to whom the securities may be sold in accordance with the laws of such jurisdictions, and by persons permitted to sell the securities in accordance with the laws of such jurisdictions.
Further information regarding the Company can be found on SEDAR at www.sedar.com.
Not for dissemination in the United States of America.
Legal Notice Regarding Forward Looking Statements: This news release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Forward-looking statements are indicated expectations or intentions. Forward-looking statements in this news release include statements regarding the Meeting (including statements regarding Meeting format, time, date and proposed items for approval), regarding the Share Consolidation (including statements regarding the proposed consolidation ratio, treatment of fractional shares, effect on shareholders' percentage ownership interests in the Company and on shareholders' proportionate voting rights, the anticipated number of shares outstanding post-Share Consolidation, the post-Share Consolidation authorized share structure, and that the Company's name will not be changed) and regarding the anticipated benefits of the Share Consolidation (including statements regarding anticipated increase in investor interest, improved trading liquidity and reduced price volatility).
Factors that could cause actual results to be materially different include but are not limited to the following: that the Meeting will be rescheduled, adjourned or otherwise modified; that post-Share Consolidation the market price of the Common Shares will not be higher or proportionate to the consolidation and may be impacted by several factors including the Company's financial and operational results, its available capital and resources, the state of the market for the Common Shares at the time, general economic, geopolitical, market and industry conditions, the market perception of the Company's business and other factors and contingencies which are unrelated to the number of Common Shares outstanding; that the Share Consolidation will not be approved by shareholders and/or by the TSX Venture Exchange, or that even if such approvals are obtained, the board of the Company will determine in its discretion not to proceed with the Share Consolidation, or may determine to implement a different consolidation ratio; that the number of securities of the Company outstanding on the record date for the Share Consolidation, if implemented, will be different than set out in this news release; and that the Company may otherwise alter its authorized share structure.
Investors are cautioned against placing undue reliance on forward-looking statements. It is not our policy to update forward looking statements.
These press releases may also interest you
|
News published on and distributed by:
