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SOURCE Clarke Inc.
HALIFAX, April 28, 2014 /CNW/ - The Concerned Shareholders of Sherritt International Corporation ("Sherritt") today submitted a complaint with the Ontario Securities Commission ("OSC") asking the OSC to investigate the actions of Sherritt's Board and management in misleading shareholders about the nominees for election to the Board at the Company's Annual and Special Meeting to be held on May 6, 2014.
The Concerned Shareholders advised the OSC that they believe Sherritt and its directors and management have acted contrary to the public interest, under Section 127 of the Ontario Securities Act, and have breached Ontario securities law by issuing a Management Information Circular and form of Proxy that they knew, or ought to have known, contained misleading or untrue statements and in failing to correct that disclosure.
Sherritt's Circular and Proxy include the names of Dustin Haw and Michael Rapps, who are not Concerned Shareholder nominees, and the Company's documents do not include the names of Ashwath Mehra and David Wood who are in fact nominees. Sherritt was advised well before deadline of the Company's Advance notice By-Law that Dr. Haw and Mr. Rapps would not be nominees, but Sherritt deliberately set out to mislead its own shareholders by including them in the Circular and Proxy.
Sherritt has rejected the Concerned Shareholders' private and public requests to correct the misleading information and, in fact, repeated it in subsequent mailings to shareholders. The Concerned Shareholders have advised the OSC they believe that, unless corrective action is taken, the quality and integrity of the vote at the annual and special meeting will be materially compromised and the rights of Sherritt shareholders will suffer.
In the complaint, the Concerned Shareholders note that the OSC has previously stated that, in an information circular in connection with a shareholders' meeting, "disclosure must be accurate, complete and not misleading and must be contained within the four corners of the applicable circular".
The Concerned Shareholders have asked the OSC to expedite the investigation since the Company's refusal to act appropriately has left little time before the annual and special meeting.
More information, including the complete Concerned Shareholders Information Circular is also available at www.SaveOurSherritt.com.
Sherritt shareholders are advised to vote using the GREEN form of proxy that accompanies the Concerned Shareholders' Circular. They should disregard any proxy sent by Sherritt management and, even if they have voted a blue management proxy, they have the right to change their vote using a later-dated GREEN proxy. Only the last-dated proxy is counted.
In order for the GREEN proxy to be counted, it must be submitted consistent with the instructions on the proxy and must be received no later than 5:00 p.m. Toronto time on Thursday May 1, 2014.
Discard Sherritt's misleading blue proxy. It does not include the names of the Concerned Shareholder nominees.
Vote only the GREEN proxy for positive change at Sherritt.
Sherritt shareholders with questions can call 1-800-294-3174 or visit our website at www.SaveOurSherritt.com for more information.
About the Concerned Shareholders of Sherritt
Members of the Concerned Shareholders of Sherritt have been investors in the Company since May 2011. They are led by Halifax-based Clarke Inc. which invests in a variety of private and publicly-traded businesses and participates actively where necessary to enhance performance and increase the return to shareholders. Clarke's securities trade on the Toronto Stock Exchange (CKI; CKI.DB.A); for more information about Clarke, please visit the website at www.clarkeinc.com.
Statements Regarding Forward-Looking Information
This news release may contain forward-looking statements or forward-looking information within the meaning of applicable securities laws, including, without limitation, in respect of Clarke's and Sherritt's priorities, plans and strategies for Sherritt and Sherritt's anticipated financial and operating performance and prospects. All statements and information, other than statements of historical fact, included or incorporated by reference into this Circular are forward-looking statements and forward-looking information, including, without limitation, statements regarding activities, events or developments that Clarke expects or anticipates may occur in the future. Such forward-looking statements and information can be identified by the use of forward-looking words such as "will", "expect", "intend", "plan", "estimate", "anticipate", "believe" or "continue" or similar words and expressions or the negative thereof.
We caution readers of this news release not to place undue reliance on forward-looking statements and information contained in the news release, which are not a guarantee of performance, events or results and are subject to a number of risks, uncertainties and other factors that could cause actual performance, events or results to differ materially from those expressed or implied by such forward-looking statements or information. Sherritt's shareholders are cautioned that all forward-looking statements and information involve risks and uncertainties, including those risks and uncertainties detailed in Sherritt's continuous disclosure and other filings with applicable Canadian securities regulatory authorities, copies of which are available on SEDAR at www.sedar.com. We urge you to carefully consider those factors.
The forward-looking statements and information contained in this news release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements and information included in this news release are made as of the date hereof and Clarke undertakes no obligation to publicly update such forward-looking statements or information to reflect new information, subsequent events or otherwise, except as required by applicable laws.
Sherritt has announced that it will hold its annual meeting of shareholders on May 6, 2014. The Concerned Shareholders' nominees will be considered for election at that meeting. The Concerned Shareholders filed a Circular on April 9, 2014, together with a GREEN proxy or voting instruction form. SHAREHOLDERS OF SHERRITT ARE URGED TO READ THE CIRCULAR CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain free copies of the Circular and any amendments or supplements thereto and further proxy circulars at no charge on SEDAR at www.sedar.com. In addition, shareholders will also be able to obtain free copies of the proxy circular and other relevant documents by calling the Concerned Shareholders' proxy solicitor, CST Phoenix Advisors at 1-800-294-3174.
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