What a bunch of slimy pukes, please read the story..... Crew Gold's minority shareholders lose dissent case
2012-10-17 13:22 ET - Street Wire
by Mike Caswell
Several former shareholders of Crew Gold Corp. have lost their bid to be considered dissenters to the 2011 takeover of the company by Nord Gold NV. In a decision handed down on Friday, Oct. 12, the Court of Appeal for Yukon has found that the group may not dissent to the takeover because they did not hold their shares in registered form. The group had argued that the registration requirement was a technicality that should be dropped, as they thought they had taken all appropriate steps to object, including notifying the company ahead of time. The appeal court, however, found that the need to be registered was clearly spelled out and was a legal requirement.
The decision is a loss for Norwegian farmer Jostein Matre and the group of minority shareholders that he headed. Mr. Matre became a shareholder of Crew Gold when it acquired a Norwegian mining company in 1999. He still held his shares in November, 2010, when Nord Gold, then the company's majority shareholder, offered to buy out the minority shareholders at $4.65 (U.S.) per share. He and others from Norway felt the offer was too low, and they sought to register as dissenters, which would have given them the right to have a court value their shares.
Mr. Matre took what he considered were all the appropriate steps ahead of the meeting to register his dissent, including contacting Crew Gold. He also travelled to Vancouver to attend the company's special meeting. He only then learned that he could not dissent to the deal because he was not on the list of registered shareholders. As with most investors, he held his shares through a nominee (the Royal Bank of Canada in his case). The information circular stated that only registered shareholders could dissent, which he was not. He was not aware that he needed to have the stock transferred into his name before the meeting, which would have been a relatively simple matter.
The dissent rights were especially important for Mr. Matre. He had followed the company for many years, and in 2005 took out loan against his house to buy $100,000 (U.S.) in convertible debentures. Unfortunately for him and other shareholders, the stock fell to around 10 cents from over $1 in 2008 as markets suffered a downturn. The company rolled back 1:8 and then 1:20, and ultimately all but 7 per cent of its shares ended up in the hands of Nord Gold. Mr. Matre was left with 32,552 shares.
On Nov. 5, 2010, Nord Gold proposed buying out the minority shareholders of Crew Gold. As it was a forgone conclusion that Nord Gold would vote for the deal, assuring it would go ahead, the only issue of importance was the rights of the minority shareholders to dissent. Mr. Matre said he did everything he could to notify the company that he was dissenting. He submitted a notice of dissent to Crew Gold and specifically contacted the company's lawyer to ensure that his notice was received. He also had a Norwegian lawyer forward his notice of dissent to the company's lawyer. Despite that, he did not learn that he could not dissent until the special meeting.
After the meeting, Mr. Matre and the other 18 minority shareholders petitioned the courts in the Yukon (where Crew Gold was incorporated), asking for a determination that the shareholders had exercised their right of dissent. Initially they were successful, with a Yukon judge granting their request. He ruled that the registration requirement was a "technicality" and that the group had in fact registered their dissent. Crew Gold, however, appealed the ruling and, with Friday's decision, won the case.
In a unanimous decision, the appeal court found that it is the responsibility of a shareholder to ensure that he is properly registered so that he may dissent. Although there are some exceptions to the rule, such as in instances when a company has failed to inform shareholders of their rights, this was not one of those cases. The information circular stated that only registered shareholders could dissent. It was then the responsibility of Mr. Matre and the other shareholders to follow the steps outlined in the circular.
Although the company had provided the dissenters with no specific instructions, it did respond to their queries by referring them to the information circular. "Crew's advice cannot be said to have been misleading or reprehensible in some other way," the appeal court found.
The case was heard at the Vancouver courthouse, which serves as the Court of Appeal for Yukon.