TORONTO, ONTARIO -- (Marketwired) -- 06/20/13 -- Active Control Technology Inc. (TSX VENTURE: ACT) ("Active" or the "Corporation"), a leading provider in the design, manufacture and marketing of both wireless and fiber network solutions for mine communications, the design and integration of wireless battery equipped mobile platforms and the commercial security and access control industries, wishes to provide shareholders with notice that it is proposing to eliminate shareholders currently holding less than 100 common shares by paying them the cash value of those shares. The share reorganization transaction is subject to shareholder approval. The details of the transaction will be set out in the Management Information Circular dated June 19, 2013 for the shareholder meeting to be held on July 30, 2013.
The Corporation is undertaking this transaction to reduce the number of shareholders who hold less than 100 shares. There are approximately 836 such shareholders, with over 60% of them holding 25 or less common shares. In total, these shares are currently worth under $1000 - an amount less than the approximately $6,000 a year it costs to service these accounts.
If shareholder approval is obtained, these shareholders will cease to be shareholders as a result of the Corporation effecting a 100 to 1 consolidation and then, immediately after the completion of the consolidation, a 1 to 100 split. Any shareholder holding less than one share following the consolidation will have that fractional share purchased by the Corporation for cash. Shareholders owning fewer than 100 shares should contact their financial advisor on their rights and obligations with respect to the proposed consolidation and split. Only shareholders holding less than 100 shares are affected by this transaction. There will be no change of name of the Corporation as a result of the transaction. The current issued and outstanding capital of the Corporation is 17,504,542 common shares. Immediately following the transaction there will be approximately 17,479,592 common shares issued and outstanding.
If you are a shareholder of the Corporation and hold at least 100 shares in a brokerage account, these transactions will have no effect on your share position and you do not need to take any action. If you are a registered holder holding at least 100 shares, you should send in your share certificate with the completed Letter of Transmittal to Equity Financial Trust Company, as set out in the Letter of Transmittal. You will receive a new share certificate for exactly the same number of shares that you currently hold. The new share certificate will reflect the revised CUSIP number for the Corporation but will not otherwise change the rights of those registered shareholders.
There will be no change in the trading symbol as a result of this event. As this event will occur over a weekend, the post-consolidated shares will not trade.
If you would like further information, please contact the Corporation's corporate counsel, William R. Johnstone of Gardiner Roberts LLP, at 416-865-6605 or firstname.lastname@example.org.
The Corporation also wishes to announce that the Board of Directors has adopted a new general By-Law Number 1B ("2013 By-Law") which includes an advance notice policy (the "Advance Notice Provisions") requiring advance notice to the Corporation in circumstances where nominations of persons for election to the Board of Directors are made by shareholders of the Corporation other than pursuant to: (i) the requisition of a meeting, or (ii) a shareholder proposal, both made pursuant to the provisions of the Business Corporations Act (Ontario) (the "Act").
Among other things, the Advance Notice Provisions fix a deadline by which holders of record or beneficial holders of common shares of the Corporation must submit director nominations to the Corporation prior to any annual or special meeting of shareholders and set forth the information that a shareholder must include in the notice to the Corporation. In the case of an annual meeting of shareholders, notice to the Corporation must be provided not less than 30 days nor more than 65 days prior to the date of the annual meeting.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Corporation must be provided no later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.
The 2013 By-Law, which includes the Advance Notice Provisions, is effective as of the date it was approved by the Board of Directors, being June 19, 2013. In accordance with the Act, the 2013 By-Law is subject to confirmation by shareholders at the Corporation's Annual Meeting scheduled for July 30, 2013. The 2013 By-Law is available under the Corporation's profile on SEDAR at www.sedar.com and can also be obtained from the Corporation.
About Active Control Technology
Active Control Technology is a leading provider in the design, manufacture and marketing of wireless and fiber network solutions for mine communications, mobile power solutions and the commercial security and access control industries. The Corporation has three product lines: ActiveMine, a fully integrated wireless and/or fiber communications and locating technology for underground coal mines, PowerCart, a leader in solutions requiring backup and mobile power and ActiveSecure, a family of wireless products for the access control industry. Located in Mississauga, Ontario, Canada, and Medina, Ohio, USA, Active Control Technology trades publicly on the TSX Venture Exchange under the symbol ACT. For more information, visit www.activecontrol.com.
Cautionary Note Regarding Forward-Looking Statements: This press release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and, as such, are subject to risks and uncertainties. Many factors could cause our actual results to differ materially from the statements made, including those factors discussed in filings made by us with the Canadian securities regulatory authorities. Should one or more of these risks and uncertainties, such as changes in demand for and prices for the products of the Corporation or the materials required to produce those products, labour relations problems, currency and interest rate fluctuations, increased competition and general economic and market factors, occur or should assumptions underlying the forward looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, or expected. We do not intend and do not assume any obligation to update these forward-looking statements, except as required by law. The reader is cautioned not to put undue reliance on such forward-looking statements.
Neither 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.
Active Control Technology
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