TORONTO, March 29, 2017 /CNW/ - Today, Redknee
Solutions Inc. ("Redknee" or the "Company") (TSX: RKN)
announced that Christina Jones,
Farhan Thawar and Keith Graham were
elected to the board of directors (the "Board") of the Company at
its annual and special meeting of shareholders held earlier today
(the "Meeting"). In addition, a resolution to approve all
unallocated stock options under Redknee's stock option plan and a
resolution to amend and restate Redknee's articles to re-designate
the common shares of the Company (the "Common Shares") as
subordinate voting shares (the "Subordinate Voting Shares") were
also passed by Redknee shareholders at the Meeting. Detailed
results of the votes are as follows:
1. Election of Directors:
|
|
Number of Shares
For
|
|
Number of Shares
Withheld
|
|
|
|
|
|
Christina
Jones
|
|
47,198,531
|
(59.70%)
|
|
31,862,612
|
(40.30%)
|
|
|
|
|
|
|
|
Farhan
Thawar
|
|
47,292,359
|
(59.82%)
|
|
31,768,784
|
(40.18%)
|
|
|
|
|
|
|
|
Keith
Graham
|
|
52,022,096
|
(100%)
|
|
0
|
(0.00%)
|
2. Unallocated Stock Options
The report
provided by the scrutineers at the Meeting in respect of the common
shares voted by ballot was as follows:
Number of
Votes FOR
|
|
|
Number of
Votes AGAINST
|
|
|
Percentage of
Total
Votes FOR
|
|
|
|
|
|
|
|
55,228,142
|
|
|
23,833,001
|
|
|
69.85%
|
3. Re-designation of Common Shares
The
report provided by the scrutineers at the Meeting in respect of the
common shares voted by ballot was as follows:
Number of
Votes FOR
|
|
|
Number of
Votes AGAINST
|
|
|
Percentage of
Total
Votes FOR
|
|
|
|
|
|
|
|
54,026,404
|
|
|
25,034,739
|
|
|
68.33%
|
On January 26, 2017, the Company
issued 800,000 Series A preferred shares (the "Series A Preferred
Shares") to Wave Systems Corp. (the "Investor"). The
Investor, as the holder of the Series A Preferred Shares, is
entitled to elect a number of directors that will be a majority of
the Board, with the holders of the Common Shares being entitled to
elect the balance of the directors, which resulted in the Common
Shares becoming "restricted securities" under applicable securities
laws and the TSX Company Manual, on January
26, 2017. The Company will file today amended and restated
articles in order to give effect to the re-designation of the
Common Shares as Subordinate Voting Shares.
There are certain risks involved in an investment in Subordinate
Voting Shares including those risks identified by the Company in
the Company's management information circular dated December 27, 2016 and other disclosure documents.
The Series A Preferred Shares are transferrable by the holder
thereof without the consent of Redknee, including the right of the
holder to elect a majority of the Board. The holders of the
Subordinate Voting Shares do not have coattail protections which
would ensure that, in the event of an offer to acquire the Series A
Preferred Shares, the holders of the Subordinate Voting Shares
would be entitled to participate in the transaction on an equal
footing with the holders of the Series A Preferred Shares. In the
absence of any coattail protection, if a control premium is offered
for the acquisition of the Series A Preferred Shares, that premium
will not be shared with the holders of the Subordinate Voting
Shares. Canadian securities regulatory authorities may intervene in
the public interest to prevent an offer to holders of the Series A
Preferred Shares being made or completed where such offer is
abusive of the holders of Subordinate Voting Shares who are not
subject to that offer. Partial redemptions of the Series A
Preferred Shares do not reduce the entitlement of the holders of
such shares to elect a majority of the Board. The Series A
Preferred Shares include a provision that allows the directors who
are independent of the holders of such shares to redeem the Series
A Preferred Shares, without the payment of a premium. In
addition, the financing of any redemption of the Series A Preferred
Shares is within the discretion of such independent directors.
These provisions are intended to limit the likelihood that a third
party would pay a premium for the Series A Preferred Shares as a
means by which to acquire the right to elect a majority of the
Board. The Company has no current intention to redeem the Series A
Preferred Shares in part only.
About Redknee
Redknee monetizes today's digital world. We provide a complete
portfolio of mission-critical monetization and subscriber
management solutions and services that allow communications service
providers to charge for things in new and innovative ways.
Redknee's real-time billing, charging, policy and customer care
offerings provide the agility and scalability to drive a unique
user experience, increase profitability and support any new product
or business model. Available on premise, cloud-based, or as a
Software-as-a-Service, Redknee's low-risk, flexible solutions power
more than 250 communication service providers across the globe.
Established in 1999, Redknee Solutions Inc. (TSX: RKN) is the
parent of the wholly-owned operating subsidiary Redknee Inc. and
its various subsidiaries.
References to Redknee refer to the combined operations of those
entities. For more information about Redknee and its solutions,
please go to www.redknee.com.
SOURCE Redknee Solutions Inc.