CALGARY, July 29, 2013 /CNW/ - Genesis Land Development Corp. (TSX: GDC)
(the "Company" or "Genesis") announced today that the board of directors of the Company has
adopted a Shareholder Protection Rights Plan (the "Rights Plan") and an Advance Notice By-law, each effective July 28, 2013. The
objective of the Rights Plan and Advance Notice By-Law is to ensure, to
the extent possible, that all shareholders of the Company are treated
equally and fairly in connection with any initiative to acquire control
of the Company.
As previously disclosed by the Company in its news release dated July
24, 2013, the Company is concerned that a group of minority
shareholders may attempt to seize control of the Company's board, and
ultimately the Company, without paying a premium to shareholders, in
connection with the upcoming Annual General Meeting of Shareholders to
be held on August 12, 2013 at 9 a.m. (Mountain Daylight time)(the "Meeting").
Rights Plan
The Rights Plan is not intended to and will not prevent a take-over of
the Company. The purpose of the Rights Plan is to encourage a potential
bidder to make a "Permitted Bid", having terms and conditions designed
to meet the objectives of the Rights Plan, or to negotiate the terms of
an offer with the board of directors of the Company. A Permitted Bid is
a take-over bid that is made to all holders of voting shares of the
Company for all of the voting shares held by them, by way of a
take-over bid circular prepared in compliance with applicable
securities laws, that remains open for acceptance by shareholders of
the Company for 90 days (or such shorter period of time as may be
approved by the board of directors of the Company from time to time),
and that satisfies certain other conditions.
A special committee of the Board is investigating whether Garfield R.
Mitchell, who beneficially owns and/or controls approximately 22.07% of
the Company's outstanding common shares according to a report filed
under applicable securities laws dated May 1, 2013, is acting jointly
or in concert with his brother Mark W. Mitchell, who is a current
director of the Company and who holds approximately 9.5% of the
Company's outstanding common shares, and/or Liberty Street Capital
Corp. ("Liberty"), which beneficially owns and/or controls approximately 2.85% of the
Company's outstanding common shares. If it is determined that Garfield
Mitchell is acting jointly or in concert with either his brother and/or
Liberty and that they have failed to disclose this fact prior to the
date of the adoption of the Rights Plan, the Rights Plan would be
triggered immediately upon its implementation, unless the Separation
Time is deferred in accordance with the terms of the Rights Plan.
Accordingly, in order to avoid triggering the Rights Plan immediately
upon its implementation, the Board has resolved to defer the Separation
Time to such later date as shall be determined by the Board.
The Rights Plan is in effect for a period of six months, unless earlier
terminated. The listing of the rights is subject to regulatory
acceptance by the Toronto Stock Exchange.
Advance Notice By-law
The Advance Notice By-law introduces an advance notice requirement in
connection with shareholders intending to nominate directors in certain
circumstances.
In particular, the Advance Notice By-law sets forth a procedure
requiring advance notice to the Company by any shareholder who intends
to nominate any person for election as director of the Company other
than pursuant to (i) a requisition of a meeting made pursuant to the
provisions of the Business Corporations Act (Alberta), or (ii) a shareholder proposal made pursuant to the
provisions of the ABCA. Among other things, the Advance Notice By-law
sets a deadline by which such shareholders must notify the Company in
writing of an intention to nominate directors prior to any meeting of
shareholders at which directors are to be elected and set forth the
information that the shareholder must include in the notice for it to
be valid.
The Board believes that the Advance Notice By-law provides a clear and
transparent process for all shareholders to follow if they intend to
nominate directors. In that regard, the Advance Notice By-law provides
a reasonable time frame for shareholders to notify the Company of their
intention to nominate directors and require shareholders to disclose
information concerning the proposed nominees that is mandated by
applicable securities laws. The Board will be able to evaluate the
proposed nominees' qualifications and suitability as directors and
respond as appropriate in the best interests of the Company. The
Advance Notice By-law is also intended to facilitate an orderly and
efficient meeting process.
In the case of an annual meeting of shareholders, notice to the Company
must be made not less than 30 and not more than 65 days prior to the
date of the annual meeting; provided, however, that 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 made not later than the
close of business on the 10th day following such public announcement.
In the case of the upcoming Meeting, notice to the Company must be
made not later than the close of business on August 2, 2013.
In the case of a special meeting of shareholders (which is not also an
annual meeting), notice to the Company must be made 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.
***
A complete copy of the Rights Plan and Advance Notice By-law is
available upon request. Shareholders wishing to receive a copy of the
Rights Plan and/or Advance Notice By-law should make their request by
telephone at (403) 265-8079, by email at genesis@genesisland.com or by mail to Genesis Land Development Corp., 7315 - 8 Street NE
Calgary AB T2E 8A2, Attention: Mr. Bruce Rudichuk. A copy of the Rights
Plan and Advance Notice By-law will be filed on SEDAR at www.sedar.com.
About Genesis Land Development Corp.
Genesis is a Calgary-based real estate development corporation engaged
in the acquisition, development, and sale of land, residential lots and
homes in Alberta and British Columbia. All business activities of the
Company are conducted in Western Canada, with development lands held
primarily in and around the cities of Calgary and Airdrie. With a
diversified and substantial land base, the Company is well positioned
to focus on developing those projects that offer the best return in the
market going forward.
The TSX has not reviewed and does not accept responsibility for the
adequacy or accuracy of this news release. This news release may
contain assumptions, estimates, and other forward-looking statements
regarding future events. Such forward-looking statements involve
inherent risks and uncertainties and are subject to factors, many of
which are beyond the Company's control, which may cause actual results
or performance to differ materially from those currently anticipated in
such statements.
Cautionary Statement on Forward-looking Information
This press release contains certain statements which constitute
forward-looking statements or information ("forward-looking
statements") within the meaning of applicable securities legislation
concerning the business, operations and financial performance and
condition of Genesis. Forward-looking statements include, but are not
limited to, statements with respect to future development of the Sage
Hill Crossing project and joint venture and sale opportunities of the
portion of the development land retained by Genesis. Generally, these
forward-looking statements can be identified by the use of
forward-looking terminology such as "plans", "expects" or "does not
expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or state that
certain actions, events or results "may", "could", "would", "might" or
"will be taken", "occur" or "be achieved". Although Genesis believes
that the anticipated future results, performance or achievements
expressed or implied by the forward-looking statements are based upon
reasonable assumptions and expectations, the reader should not place
undue reliance on forward-looking statements because they involve
assumptions, known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of
Genesis to differ materially from anticipated future results,
performance or achievement expressed or implied by such forward-looking
statements. Accordingly, Genesis cannot give any assurance that its
expectations will in fact occur and cautions that actual results may
differ materially from those in the forward-looking statements. Factors
that could cause actual results to differ materially from those set
forth in the forward-looking statements include, but are not limited
to, general economic conditions; local real estate conditions,
including the development of properties in close proximity to Genesis'
properties; the ability of Genesis to participate or find joint venture
or sale opportunities for the remaining development land; the
uncertainties of real estate development and acquisition activity;
interest rates; availability of equity and debt financing; economic
conditions in Western Canada, and other risks and factors described
from time to time in the documents filed by Genesis with securities
regulators in Canada available at www.sedar.com., including the Annual
Information Form under the heading "Risk Factors" and in Genesis' most
recent interim report under the heading "Management's Discussion and
Analysis." The forward-looking statements contained in this press
release are made as of the date of this press release and, except as
required by applicable law, Genesis does not undertake any obligation
to publicly update or to revise any of the forward-looking statements,
whether as a result of new information, future events or otherwise.
SOURCE: Genesis Land Development Corp.
