Toronto, Ontario – March 14, 2012 – Further to its February 21, 2012 announcement of a special meeting of shareholders to be held on May 1, 2012, retained executive search firm The Caldwell Partners International Inc. (TSX: CWL) will today mail a Notice of Meeting and Management Information and Proxy Circular to all shareholders of record on March 2, 2012. The purpose of this meeting is to seek shareholder approval of the transfer of 75% of its Stated Capital to Contributed Surplus, thus allowing the Company to recommence paying a regular dividend.
On February 9, 2012, shareholders very narrowly defeated the same resolution. While 42 percent of shareholders who voted by proxy in advance of the meeting overwhelmingly supported the resolution, the resolution failed by the slimmest of margins based on additional votes cast in person at the meeting.
Had that resolution passed, approximately $12 million of Stated Capital would have been reclassified as Contributed Surplus. As a result of this rejection by shareholders, the Company remains unable to consider declaring a dividend or making application to the Toronto Stock Exchange for approval of a Normal Course Issuer Bid.
The Company today announced that the Board of Directors declared a dividend of 1.5 cents per Share, payable to holders of Common Shares of record on May 10, 2012, conditional upon passage of this special resolution at the May 1, 2012 special meeting of shareholders. If the special resolution is passed by the requisite two-thirds majority, and confirmed by the Board of Directors immediately after the meeting, it is expected that the dividend of 1.5 cents per Share will be paid on or about June 15, 2012. The Board of Directors expects to confirm the declaration of this dividend unless it is determined prior to the Meeting that the confirmation of this dividend declaration is inappropriate, given events that may have occurred in relation to the Corporation from the date of this circular and prior to the Meeting.
All shareholders are strongly encouraged to participate, either by proxy or in person, in this very important meeting.
Should you have any questions whatsoever, or if you not have received your proxy material by March 30th, please contact Karen Richards, the Company’s Chief Financial Officer and Corporate Secretary, at firstname.lastname@example.org or 416-934-2228.
About Caldwell Partners
Caldwell Partners is one of North America’s premier providers of executive search and has been for over 40 years. As one of the region’s most trusted advisors in executive search, the firm has a sterling reputation built on successful searches for boards, chief and senior executives, and selected functional experts.
With offices in Vancouver, San Francisco, Los Angeles, Dallas, Calgary, Atlanta, Toronto, Stamford, New York City, and a strategic presence in London and Hong Kong, the firm takes pride in delivering an unmatched level of service and expertise to its clients.
Forward-looking statements in this document are based on current expectations that are subject to significant risks and uncertainties. Actual results might differ materially due to various factors such as the competitive nature of the executive search industry, the ability of the company to execute its growth strategies, the performance of the Canadian domestic and international economies, and the company’s ability to retain key personnel. The Caldwell Partners assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements.
For further information, please contact:
Karen Richards, CA Chief Financial Officer
The Caldwell Partners International