TORONTO, May 25, 2020 /CNW/ - Globalive Technology (TSX-V:
LIVE) (the "Company"), a technology firm based in
Toronto, Ontario will hold an
annual general and special meeting of its shareholders (the
"Meeting") on June 19, 2020 at
11:00 a.m. (Toronto time). The Meeting will be an
online-only meeting, in order to comply with legal requirements and
social distancing best practices in light of COVID-19.
A summary of the business of the Meeting is provided below and
additional details about the Meeting, including how to participate,
ask questions and vote at the Meeting, are set out in the Notice of
Meeting and Management's Information Circular, each of which are
available on the Company's SEDAR page at www.sedar.com or on the
Company's website at https://www.globalivetech.com/investors/.
ANNUAL GENERAL AND SPECIAL MEETING (JUNE 19, 2020)
The Meeting will be held on June 19,
2020 at 11:00 a.m.
(Toronto time) as an online-only
meeting. At the Meeting, shareholders will be presented with
the Company's consolidated financial statements for the financial
year ended December 31, 2019,
together with the independent auditor's report for those financial
statements. Shareholders will also be asked to consider and,
if thought advisable, to pass resolutions:
- approving the re-appointment of PricewaterhouseCoopers LLP as
the Company's auditor for the financial year ending December 31, 2020 and authorizing the Company's
board of directors to fix the auditor's compensation for the coming
year;
- electing the directors of the Company for the coming year;
- authorizing the Company to amend its articles to affect a
consolidation of its common shares on the basis of 1
post-consolidation common share for every 20 pre-consolidation
common shares;
- authorizing the Company to pay its Chief Executive Officer his
net salary for the period from July 1,
2020 to June 30, 2021
quarterly, in arrears, by issuing common shares to him at the
then-current market price or by paying him in cash, as determined
by the board of directors of the Company from time to time (with
the Chief Executive Officer recusing himself from such
determinations), and reserving 2,571,428 common shares to be used
for such purpose;
- ratifying and re-approving the Company's 2018 Omnibus Equity
Incentive Compensation Plan for the previous year and the coming
year, including the "rolling" maximum number of options that can be
issued under the plan; and
- such other matters as may properly come before the
Meeting.
The board of directors of the Company is unanimously
recommending (with Anthony Lacavera
abstaining from discussions, voting and recommendations relating to
the form of his compensation) that all shareholders vote FOR
each of the items set out above.
While all shareholders are invited to attend the Meeting, only
shareholders of record as of May 15,
2020, the record date for the Meeting, will be entitled to
cast a vote at the Meeting. Eligible shareholders who do not
wish to attend the Meeting online can also vote on the business of
the Meeting by submitting a proxy or voting instruction form in
accordance with the instructions set out in Management's
Information Circular and/or provided by their applicable broker or
agent. Proxies must be received by the Company or its
transfer agent, Computershare Trust Company of Canada, by no later than 11:00 a.m. on June 17,
2020, or if the Meeting is adjourned, no later than 48 hours
prior to the new Meeting date and time.
Further details on the business and mechanics of the Meeting,
including how to participate, ask questions and vote at the
Meeting, along with the rationale for each of the proposed
resolutions, are described in Management's Information Circular.
"We urge you to give this material your careful consideration,"
said Anthony Lacavera, the Company's
founder and Chief Executive Officer, "please ensure that your
shares are represented at the Meeting, whether or not you are able
to attend. Regardless of the number of shares you hold, your vote
is important."
CONSOLIDATION OF THE COMMON SHARES OF GLOBALIVE
TECHNOLOGY
At the Meeting, the Company will be seeking shareholder
authorization to consolidate its common shares on the basis of 1
post-consolidation common share for every 20 pre-consolidation
common shares. The consolidation is being proposed because the
Company believes, among other things, that the consolidation may
increase the market price for the common shares and reduce their
price volatility, making the common shares a more attractive
investment opportunity for certain investors and assisting in
meeting minimum investment thresholds for certain institutional
investors. The Company also anticipates that the consolidation may
improve the trading liquidity of the shares.
Registered shareholders will receive a letter of transmittal
with the materials for the Meeting which can be completed and
returned to the Company's transfer agent, Computershare Trust
Company of Canada, in accordance
with the instructions set out in the letter in order to receive a
revised share certificate or DRS advice for their consolidated
shares. Non-registered shareholders should contact their broker or
agent, in the event the consolidation is approved and implemented,
for instructions on how to exchange their pre-consolidation shares
for post-consolidation shares.
The Company currently has 139,719,688 common shares issued and
outstanding and if the consolidation were to occur today, there
would be 6,985,984 common shares issued and outstanding
post-consolidation. The number of issued and outstanding common
shares on the consolidation date may vary from these estimates, due
to restricted share units granted by the Company that will vest on
June 8, 2020 and common shares that
may be purchased for cancellation under the Company's ongoing
normal course issuer bid program. Any fractional shares generated
by the consolidation will be purchased for cancellation by the
Company at the closing price for common shares of the Company on
the day prior to the consolidation.
In addition to approval at the Meeting the consolidation will be
subject to final approval by the TSX Venture Exchange and the board
of directors of the Company reserves the ability to cancel or
postpone the consolidation at its discretion.
The proposed date for the consolidation is June 30, 2020, subject to amendment by the board
of directors. If the date of the consolidation is changed, the
Company will issue a press release advising of the newly proposed
consolidation date.
The name of the Company and the class of shares will not be
changed as part of the consolidation.
ABOUT GLOBALIVE TECHNOLOGY
Globalive Technology is a next generation software company and
venture partner that is developing and investing in innovative
solutions to disrupt traditional industries. The company forms
partnerships with leading high growth companies to develop and
commercialize software solutions using optimal technology stacks.
It is controlled by Globalive Capital Inc., which has founded and
co-founded 12 businesses over the past 20 years with six successful
exits ranging from $10M to
$1.3B USD, has made over 100 venture
investments and has over 45 technology companies in its portfolio.
For more information, visit www.globalivetech.com.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This news release contains forward-looking statements
relating to the Company, its annual general and special meeting of
the shareholders, and its proposed consolidation of its common
shares. Such forward-looking statements are identified by terms
such as "will", "may", "anticipates", "in the event" and similar
expressions. All statements, other than statements of historical
fact included in this release, including those noted above, are
forward-looking statements that involve risks and uncertainties.
There can be no assurance that such statements will prove to be
accurate and actual results and future events could differ
materially from those anticipated in such statements. Important
factors that could cause actual results to differ materially from
the Company's expectations include an adjournment of the
Meeting, a change in the proposed business of the Meeting,
unanticipated numbers of shareholders attending or failing to
attend the meeting or voting or failing to vote by proxy, the
Company being unable to obtain shareholder or TSX Venture Exchange
approval for any items of business proposed at the Meeting, the
Company's board of directors determining not to proceed with the
share consolidation, and other risks as set out in the Company's
management information circular dated May
20, 2020 available on its SEDAR page at
www.sedar.com.
The reader is cautioned that assumptions used in the
preparation of any forward-looking information may prove to be
incorrect. Events or circumstances may cause actual results to
differ materially from those predicted as a result of numerous
known and unknown risks, uncertainties, and other factors, many of
which are beyond the control of the Company. The Company cannot
guarantee that any of the forward-looking statements contained in
this press release will occur as disclosed herein or at all. The
reader is cautioned not to place undue reliance on any
forward-looking information.
Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement. The
forward-looking statements contained in this news release are made
as of the date of this news release and the Company will only
update or revise publicly the included forward-looking statements
as expressly required by Canadian securities law.
FOR FURTHER INFORMATION, PLEASE CONTACT:
For media inquiries:
Rob
Moysey
Communications Manager, Globalive
Media@globalivetech.com
For investor inquiries:
Simon
Lockie
Chief Corporate Officer
1-647-977-2727
InvestorRelations@globalivetech.com
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release
SOURCE Globalive Technology