Pursuant to Section 11.3 of National Instrument 51-102 – Continuous
Disclosure Obligations
TORONTO–(BUSINESS WIRE)–A special meeting (“Special Meeting”) of the holders of common shares
(the “Shares”) in the capital of Gluskin Sheff + Associates Inc. (the
“Company”) was held on Thursday, May 9, 2019 at 2:00 p.m. at the
Company’s offices at Bay Adelaide Centre, 333 Bay Street, Suite 5000,
Toronto, Ontario, Canada. A total of 18,686,551 Shares, representing
59.84% of the Company’s 31,225,284 issued and outstanding Shares as at
the record date for the Special Meeting, were represented in person or
by proxy at the Special Meeting.
The following matter was voted on at the Special Meeting. Full details
of the matter are set out in the Company’s management information
circular dated April 12, 2019 (the “Circular”), which is
available on SEDAR at www.sedar.com.
Approval of the Arrangement Resolution
On a vote conducted by way of ballot, the special resolution (the “Arrangement
Resolution”), the full text of which is attached as Schedule “B” to
the Circular, approving a proposed plan of arrangement under Section 182
of the Business Corporations Act (Ontario) whereby, among other
things, Onex Corporation would acquire all of the issued and outstanding
Shares for consideration of $14.25 per Share in cash, subject to
applicable adjustments and withholdings, was adopted by: (i) not less
than two-thirds of the votes cast by the shareholders of the Company who
voted in respect of the Arrangement Resolution at the Special Meeting in
person or by proxy; and (ii) not less than a simple majority of the
votes cast by the shareholders of the Company who voted in respect of
the Arrangement Resolution at the Special Meeting in person or by proxy,
excluding votes which may not be included in determining minority
approval pursuant to the rules of Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions (“MI 61-101”).
Shareholders present in person or represented by proxy at the Special
Meeting voted as follows:
Category of Voting Shareholders |
Outcome of the Vote |
Votes For |
% of Votes For |
Votes Against |
% of Votes Against |
|||||||||||||||||
All voting shareholders | Approved | 18,379,357 | 98.37% | 305,444 | 1.63% | |||||||||||||||||
All voting shareholders |
Approved | 15,313,239 | 98.04% | 305,444 | 1.96% |
Dated this 9th day of May, 2019.
GLUSKIN SHEFF + ASSOCIATES INC.
By: “David Morris”
Name: David Morris
Title: Chief Financial Officer
Contacts
David R. Morris
Chief Financial Officer and Secretary
1.416.681.6036