- Mithaq urges Board to respect securities laws and reporting
obligations
- Stalling continues a disturbing trend of flouting rules that
protect shareholder democracy
TORONTO, April 19,
2023 /CNW/ - Mithaq Capital
SPC ("Mithaq"), the largest shareholder of Aimia Inc.
(TSX: AIM) ("Aimia") holding 19.9% of Aimia's common shares,
called upon Aimia's board of directors (the "Board") to stop
stalling and disclose full voting results from the annual meeting
of shareholders (the "Meeting") held on April 18, 2023.
Under applicable securities laws, Aimia is required to release
voting results promptly after the close of the Meeting. Yet more
than 24 hours have passed and Aimia has not done so.
As reported at the Meeting, Aimia's chairman, David Rosenkrantz, was not re-elected and
Aimia's "Say on Pay" advisory resolution failed to pass. Curiously,
in Aimia's press release on April 18,
2023 regarding the results of the meeting, the Board saw fit
to exclude the detailed voting results required by securities laws
and did not comment on the failure of the "Say on Pay" resolution
and its approach to compensation.
This stalling tactic and lack of transparency shows a
fundamental lack of respect for shareholder democracy. Shareholders
and market participants deserve to know the full details of the
vote and this right is protected by securities laws.
Aimia shareholders should ask themselves why the Board is
reluctant to release the results. Could it be that the Board is
embarrassed by the strong signal sent by numerous unhappy
shareholders voting against directors and for change at the Board
level and is trying to bury the news of the actual results? Is
Aimia attempting to disqualify votes to change the results?
Moreover, the Board's statement that they intend to ask Mr.
Rosenkrantz to stay on for an additional 90 days despite
shareholders having voted him off the Board, though legally
permitted, is unnecessary and shows contempt for the wishes of
shareholders.
Mithaq has previously detailed numerous reasons why Aimia
requires better governance than has been delivered by its Board and
why Mithaq voted against the Board.
Aimia's actions with regard to the vote results continue a
disturbing pattern of disrespect for shareholder democracy. These
include:
- Hastily and clumsily calling the Meeting for April 18, 2023, weeks earlier than Aimia has
historically held its annual general meetings. Mithaq suspects this
was an attempt to thwart any ability of shareholders to nominate
directors for election at the meeting since, pursuant to Aimia's
advance notice by-laws, it would leave only ten days for
shareholders to do so.
- Filing the notification of meeting and record dates on
Friday, March 3, 2023 for a record
date of Monday, March 6, 2023. This
is a highly unusual tactic that effectively provided no notice to
shareholders. Furthermore, while securities laws permit an issuer
to abridge the requirement that the notification of meeting and
record dates be sent 25 days before the record date, Aimia has not
yet filed the required abridgment certificate.
- Not placing the notice that is required by the Canada
Business Corporations Act to be published in a newspaper seven
days prior to the record date until after the record date in the
March 7, 2023 edition of The Globe
and Mail.
Aimia shareholders deserve better, and should consider whether
this Board is acting in their best interests.
Early Warning Disclosure
This press release is being issued pursuant to National
Instrument 62-103 – The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues, which requires a
report to be filed under Aimia's profile on SEDAR (www.sedar.com)
containing additional information respecting the foregoing matters.
Aimia's head office address is 176 Yonge Street, 6th Floor,
Toronto, Ontario M5C 2L7.
Mithaq holds the Common Shares for investment purposes. Mithaq
will continue to review the performance and prospects for this
investment and investment alternatives. As part of the ongoing
review of its investment in Aimia, Mithaq may explore from time to
time a variety of alternatives it deems appropriate, including (i)
increasing or decreasing its position in Aimia through, among other
things, the acquisition or disposition of securities of Aimia
through the open market or in privately negotiated transactions or
otherwise, (ii) entering into transactions that increase or hedge
its economic exposure to such securities without affecting its
beneficial ownership of such securities and/or (iii) continuing to
hold its current position.
Mithaq may explore from time to time other alternatives with
respect to its investment in Aimia, including, but not limited to,
developing plans or intentions or taking actions itself or with
joint actors which relate to or would result in one or more of the
transactions or matters referred to in paragraphs (a) through (k)
of Item 5 of Mithaq's Early Warning Report filed on SEDAR. For
greater certainty, Mithaq may: (a) engage with management and/or
the Board concerning the foregoing and its business, management,
operations, capitalization, financial condition, governance,
strategy and future plans (including taking any actions it deems
appropriate to influence the affairs of Aimia); (b) initiate or
make public or private proposals or offers involving Aimia,
including (i) any takeover bid, amalgamation, consolidation,
acquisition, business combination, arrangement, recapitalization,
restructuring, liquidation, dissolution, disposition of assets or
other similar transactions involving Aimia (including its
subsidiaries and joint ventures or any of their respective
securities or assets), and (ii) any waiver, amendment or
modification to Aimia's articles of incorporation or by-laws; (c)
initiate, solicit or join as a party, any litigation, arbitration
or other proceeding (including regulatory proceedings) involving
Aimia or any of its subsidiaries or any of its or their respective
current or former directors or officers (including derivative
actions and exercising any dissent rights); (d) initiate, propose,
encourage, advise, influence or otherwise participate
in the solicitation of proxies with respect to the voting of
any securities of Aimia on any matter (including pursuant to any
available exemptions under applicable laws); (e) grant any proxy
with respect to the securities of Aimia; (f) engage in any short
sale or similar transaction that derives value from a decline in
Aimia's securities; (g) deposit any securities of Aimia into a
voting trust, or subject any securities of Aimia to any agreement
or arrangement with respect to the voting of such securities; (h)
(i) call, requisition or seek to call or requisition a meeting of
the shareholders of Aimia, (ii) seek election or appointment to, or
representation on, the Board or (iii) effect the removal of any
member of the Board or otherwise alter the composition of the Board
(including by voting against the directors or through any "no vote"
or similar campaign or proposing nominees); (j) submit, or induce
any person to submit, any shareholder proposal; (k) enter into any
agreement with Aimia (including any settlement or resolution
agreement); (l) retain any advisors in furtherance of any of the
foregoing; (m) make any request for securityholder list materials
or other books and records of Amia or any of its subsidiaries
including under any statutory or regulatory provisions providing
for shareholder access to such securityholder list materials, books
and records of Aimia or its subsidiaries; (n) enter into
discussions, agreements or understandings with any person with
respect to or in contemplation of the foregoing or advise, assist,
support or encourage any person to take any action consistent with
the foregoing; and (o) make any public disclosure of any
consideration, intention, plan or arrangement with respect to or in
contemplation of any of the foregoing.
Although the foregoing reflects activities presently
contemplated by Mithaq with respect to its investment in Aimia, the
foregoing is subject to a number of factors, including but not
limited to, the price of Aimia's securities, Aimia's business and
financial condition and prospects, conditions in the securities
markets and general economic and industry conditions, the
availability of funds, the evaluation of other investment
opportunities available to Aimia, and is subject to change at any
time, and there can be no assurance that Mithaq will take any of
the actions referred to above.
For further information, including a copy of the corresponding
report filed with Canadian securities regulators, please visit
www.sedar.com or contact Mithaq Capital SPC, Saudi Arabia, P.O. Box 86611, Riyadh 11632, Attention: Turki Saleh AlRajhi
(tel. +966 11 222 22 10).
About Mithaq
Mithaq is an affiliate of Mithaq Holding Company, a family
office based in Saudi Arabia with
investments in public equities, real estate, private equity and
income-producing assets in local and international markets. Mithaq
is a segregated portfolio company existing under the laws of the
Cayman Islands.
SOURCE Mithaq Capital SPC