News Column

High Liner Foods Announces Election of Directors and Stock Split Approved at Annual Shareholder Meeting

May 8, 2014

HALIFAX, May 8, 2014 /CNW/ - High Liner Foods Incorporated (TSX: HLF)("High Liner Foods" or "the Company"), announced today the results of the voting on the election of directors and proposed amendments to the Articles of Association of the Company submitted to the annual general and special meeting (the "Meeting") of the shareholders (the "Shareholders") of the Company held today.

Election of Directors:

On a vote by ballot, each of the twelve nominees set forth in the 2014 Information Circular of the Company ("Circular") was elected as a director of the Company. Detailed results of the vote for the election of directors held at the Meeting held today are set out below.

NOMINEE         FOR                 %           WITHHOLD              %      
ALAN BELL 12,361,461 99.97% 3,354 0.03%
DEREK H.L. BUNTAIN 10,547,453 85.30% 1,817,362 14.70%
JAMES G. COVELLUZZI 9,881,949 79.92% 2,482,866 20.08%
HENRY E. DEMONE 9,533,980 77.11% 2,830,835 22.89%
ROBERT P. DEXTER 10,342,423 83.64% 2,022,392 16.36%
DAVID J. HENNIGAR 12,361,461 99.97% 3,354 0.03%
MATTHEW R. HENNIGAR 10,340,889 83.63% 2,023,926 16.37%
SHELLY L. JAMIESON 12,361,288 99.97% 3,527 0.03%
J. THOMAS MACQUARRIE 9,986,012 80.76% 2,378,803 19.24%
M. JOLENE MAHODY 12,361,415 99.97% 3,400 0.03%
R. ANDY MILLER 12,233,453 98.94% 131,362 1.06%
ROBERT L. PACE 12,232,767 98.93% 132,048 1.07%



Stock Split

On a vote by ballot, the amendments to the Articles of Association of the Company as set forth in the Circular were approved.

SPECIAL RESOLUTION FOR % AGAINST %
AMEND COMPANY'S

MEMORANDUM
     10,164,109         82.20%        2,200,706        17.80%   



Accordingly, the Shareholders have approved a 2-for-1 share split of its outstanding common shares (the "Split").  In accordance with its applicable rules, Toronto Stock Exchange ("TSX") has determined to implement due bill trading in connection with the Company's Split, which will take the form of a stock 'push out' whereby shareholders will receive one additional common share for each common share held. The Split will be payable on May 30, 2014, to all shareholders of record at the close of business on May 16, 2014.

A "due bill" is an entitlement attached to listed securities undergoing a corporate action, such as a share split. The common shares will trade on a "due bill" basis from two trading days prior to the record date (i.e., Wednesday, May 14, 2014) to the payment date (i.e., Friday, May 30, 2014), inclusively (the "due bill period"). Any trades that are executed on the TSX during this period will be identified to ensure purchasers of High Liner Foods' common shares receive the entitlement to the additional share arising from the Split.

The common shares will commence trading on an "ex-date" as of June 2, 2014, as of which date purchases of High Liner Foods' common shares will no longer have an attaching entitlement to a share split.   The due bill redemption date will be June 4, 2014.

Shareholders do not need to take any action. The Company's transfer agent will send to registered shareholders an advice under the direct registration system indicating the number of additional shares that they receive as a result of the Split. These additional shares will be held in book entry form and registered electronically in the transfer agent's recordkeeping system, unless a physical share certificate is requested by the registered shareholder. Beneficial owners with common shares held through a brokerage account will have their accounts automatically updated to reflect the Split.

About High Liner Foods Incorporated

High Liner Foods Incorporated is the leading North American processor and marketer of value-added frozen seafood.  High Liner Foods' retail branded products are sold throughout the United States, Canada and Mexico under the High Liner, Fisher Boy, Mirabel and Sea Cuisine labels, and are available in most grocery and club stores.  The Company also sells branded products to restaurants and institutions under the High Liner,Icelandic Seafood, FPI, Viking, Mirabel, Samband of Iceland and American Pride Seafood labels and is a major supplier of private label value-added seafood products to North American food retailers and foodservice distributors.  High Liner Foods is a publicly traded Canadian company, trading under the symbol HLF on the Toronto Stock Exchange.

Certain information included in this news release constitutes "forward-looking statements" within the meaning of Canadian securities laws. The Company cautions that, by their nature, these forward-looking statements involve risk, and assumptions. The Company cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty.

Important risk factors that could affect the forward-looking statements include, but are not limited to, the effects of general economic and business conditions, industry competition, inflation, currency and interest rate fluctuations, changes in fuel prices, legislative and/or regulatory developments, compliance with environmental laws and regulations, actions by regulators, various events which could disrupt operations, including natural events such as severe weather, droughts, floods and earthquakes, labor negotiations and disruptions, environmental claims, uncertainties of investigations, proceedings or other types of claims and litigation, risks and liabilities arising from derailments, and other risks detailed from time to time in reports filed by High Liner Foods with securities regulators in Canada.  Reference should be made to "Management's Discussion and Analysis" in High Liner Foods' annual and interim reports and Annual Information Form, available on High Liner Foods' website, for a summary of major risk factors.

High Liner Foods assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable Canadian securities laws. In the event High Liner Foods does update any forward-looking statement, no inference should be made that High Liner Foods will make additional updates with respect to that statement, related matters, or any other forward-looking statement.

For further information about the Company, please visit our website at www.highlinerfoods.com or send an e-mail to investor@highlinerfoods.com.

SOURCE High Liner Foods Incorporated


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Source: Canada Newswire


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