CALGARY, AB / ACCESSWIRE / April 3, 2017 / Legal One Securities & Corporate Law, a law firm representing a group of Seair Inc. ("Seair" or the "Corporation" ) shareholders, together owning approximately 12% of the outstanding common voting shares of Seair (the "Concerned Shareholders"), announces that on March 31, 2017, they requisitioned an extraordinary meeting ("Meeting") of the voting shareholders of Seair ("Shareholders") for the purpose of reconstituting the Seair board of directors ("Board") by removing three of the incumbent directors and appointing two new directors. The requisition for the Meeting was delivered by registered mail, courier and/or electronic delivery to the office of Seair posted on the Corporation's website, to the last filed registered office of Seair, and to the current board of directors, in accordance with the By-laws and the Business Corporations Act (Alberta).
BACKGROUND TO THE REQUISITION
The Concerned Shareholders view recent events occurring at the Seair management level to have been carried out with apparent flagrant disregard for Shareholder interests. Two of the three Board members, Christopher Morris and Brad Meadows, whom the Concerned Shareholders are requesting be deposed at the Meeting, are recent appointees to the Board, put in place in February of 2017 when four out of six existing Board members resigned. These two new Board members are respectively a principal and associate of RC Morris & Company ("RC Morris") out of Vancouver, British Columbia which specializes in "turnarounds and restructurings, both friendly and hostile, on behalf of investors, Board and management teams" (from the RC Morris website). The Concerned Shareholders understand that RC Morris had been introduced to the Seair Board and management by a Seair debentureholder and CIBC investment advisor earlier in 2016, and that the Board at that time declined the offer to engage RC Morris.
Subsequently and perhaps coincidentally, on September 13, 2016 the Corporation issued the Fourth Supplemental Indenture to the Trust Indenture dated as of October 31, 2012 to amend, amongst other items, the definition of "Senior Debt" to include debt held by, in addition to Canadian chartered banks and Alberta Treasury Branches "such other third parties as may be acceptable to the Corporation from time to time". Then in November 2016, Seair announced it had entered into a $215,000 loan, to be used for working capital purposes, with 1979927 Alberta Ltd. ("1979927"). The loan was on onerous terms: a three month term, with a maturity date of February 21, 2017, at 17% interest prior to maturity, and secured against all of Seair's present and after-acquired personal property (the "1979927 Loan") (Seair Press Release dated November 23, 2016). A corporate search reveals that 1979927 Alberta Ltd. is owned by a Robert Christopher Morris of Vancouver, British Columbia. The entering into of the 1979927 Loan was unusual as in the past, management had most often approached Shareholders when working capital was needed.
On February 20, 2017 John Goetz, Paul Casey, Lowy Gunnewiek and Samrat Kamik resigned from the Board of Seair and Christopher Morris and Brad Meadows of RC Morris were appointed as Board members by the remaining directors (Seair Press Release dated February 20, 2017). On February 24, 2017, the Corporation announced the 1979927 Loan (included under the definition of "Senior Debt" pursuant to the Fourth Supplemental Indenture) to be in default triggering a cross-default on Seair's 8% secured, subordinate, convertible, redeemable debentures (Seair Press Release dated February 24, 2017). The Corporation stated that a further press release would be disseminated regarding the restructuring of Seair. Thus far no further action or material change has been announced.
The Concerned Shareholders do not believe the current Board is acting in the best interests of the Corporation or the Shareholders and would go so far as to say their actions represent a surreptitious attempt to acquire the Corporations' personal property for and on behalf of certain third parties that seek to benefit from the restructuring of Seair at the Shareholders' expense. Certainly when faced with default on the 1979927 Loan and the consequence of a cross default on the Debentures, one or more of the Shareholders would have stepped forward to provide the necessary funds to pay off the 1979927 Loan had they been properly informed, but at this point in time the Corporation had ceased any communications with Shareholders apart from the press releases noted above.
The Concerned Shareholders therefore believe that urgent action is required to replace three out of the four current Board members with those who will heed their fiduciary duties to the Corporation and all of its stakeholders.
THE CONCERNED SHAREHOLDERS' NOMINEES
The Concerned Shareholders are leading an effort to put control of the Corporation back into the hands of directors who will be concerned for all company stakeholders -Shareholders and creditors alike. Accordingly, the Concerned Shareholders propose that a Meeting be held to remove Christopher Morris, Brad Meadows and Francis McKeever from the Board of Directors and to replace two of the three with John Yannitsos and Barbara E. Fraser.
Mr. Yannitsos is a partner of Prasino Capital Management Inc, a Calgary Alberta based firm that holds investments in clean tech start-up companies. Mr. Yannitsos served as a Director of Seair Inc. from July 2001 to June 2010 (Chairman 2006-2010).
Prior thereto, from August 1998 to July 2004, Mr. Yannitsos served as an officer and director of Laniuk Industries Inc. From April 1996 until September 1998, Mr. Yannitsos served as president and a director of L.I.F.T Systems Inc. which became a subsidiary of Laniuk Industries Inc. in 1998.
Barbara E. Fraser
Barbara E. Fraser has an extensive background in the securities industry from operations, compliance, management and regulatory perspectives.
Ms. Fraser has been Vice President, Compliance, for 2 regional brokerage firms as well as having been an Investigator for the Alberta Stock Exchange. These positions required a good financial working knowledge and familiarity with various internal controls and procedures.
Ms. Fraser was a former Director of Seair Inc. and an active member of both the Governance and Audit Committees from September 2002 until February 2011. She is also a Director and member of the Audit Committee of ESTec Systems Inc. (recently transitioned from a public entity to a private corporation) since February 2004 and keeps current on public financial reporting requirements.
She has completed numerous courses offered by the Canadian Securities Institute, many of which cover extensive financial statement analysis and has also attended the Public Company Compliance course offered by GlobalCCI.
Ms. Fraser reviewed/assisted with financial records and bookkeeping audit/organization for clientele of her consulting company (Chimera Capital Corp.) until 2009. Ms. Fraser is currently a Hearing Panel roster member of the Investment Industry Regulatory Organization of Canada (IIROC) and adjudicates disciplinary matters brought forward by the regulatory body for the Pacific District.
If elected each Concerned Shareholder Nominee would serve until the next annual general meeting of shareholders or until their successors are elected or appointed.
The table below sets out, in respect of each Concerned Shareholder Nominee the number of common shares of Seair beneficially owned or controlled or directed, on a non-diluted basis:
|Name and Province/State and Country of Residence||Current Principal Occupation, Business or Employment||Number of Common Shares Beneficially Owned or Controlled (Undiluted)|
|John Yannitsos |
Calgary, Alberta, Canada
|President,Prasino Capital Management Inc.||1,800,000|
|Barbara E. Fraser |
Eagle Bay, BC, Canada
|Director, ESTec Systems Inc. and Hearing Panel Member, IIROC||700,900|
Neither of the Concerned Shareholder Nominees is, or has been, within 10 years before the date hereof, a director or executive officer of any company that, while acting in that capacity: (a) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, in each case, that was in effect for a period of more than 30 consecutive days (each an "order"); (b) was subject to an order that was issued after the Concerned Shareholder Nominee ceased to be a director or executive officer and which resulted from an event that occurred while that individual was acting in the capacity as director or executive officer; or (c) within a year of ceasing to act in the capacity of a director or executive officer, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
As at the date hereof, no Concerned Shareholder Nominee has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation, or by a securities regulatory authority, or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a Concerned Shareholder Nominee.
To the knowledge of the Concerned Shareholders, none of the Concerned Shareholders, or their respective directors or officers, or any associates or affiliates of the foregoing, or any of the Concerned Shareholder Nominees or their respective associates or affiliates, has: (a) any material interest, direct or indirect, in any transaction since the commencement of Seair's most recently completed financial year or in any proposed transaction which has materially affected or will materially affect Seair or any of its subsidiaries; or (b) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting, other than the election of directors.
FINANCIAL STATUS OF THE COMPANY AND IMMEDIATE WORKING CAPITAL NEEDS
The Concerned Shareholders are keenly aware of the financial status of the Corporation and they, together with other committed Shareholders, are prepared to fund Seair to meet its basic payables during an interim period while the above proposed newly formed Board, together with the management of the Corporation, can devise a plan that will benefit all of the stakeholders of the Corporation fairly. Any such plan would be put before the Shareholders and debentureholders alike for a vote as required by corporate and securities laws.
Working capital in an amount sufficient to cover the interim costs of Seair (the "Interim Working Capital") will be made available to the Corporation only if the changes to the Board outlined here are made during a properly convened and administered Shareholders' Meeting. The Concerned Shareholders reserve the right to approve the expenditures from the Interim Working Capital and to audit the Corporation's accounting records at their sole discretion prior to making such contribution
The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Although the Concerned Shareholders requisitioned the Meeting, Shareholders are not being asked at this time to execute a proxy in favour of the Concerned Shareholder Nominees or any other resolution set forth in the Requisition. Notwithstanding the foregoing, the Concerned Shareholders are voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations in accordance with securities laws applicable to public broadcast solicitations.
This press release and any solicitation made by the Concerned Shareholders in advance of the Meeting is, or will be, as applicable, made by the Concerned Shareholders, and not by or on behalf of the management of Seair. All costs incurred for any solicitation will be borne by the Concerned Shareholders, provided that, subject to applicable law, the Concerned Shareholders may seek reimbursement from Seair of the Concerned Shareholder's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Board.
The Concerned Shareholders are not soliciting proxies in connection with the Meeting at this time, and Seair Shareholders are not being asked at this time to execute proxies in favour of the matters set forth in this press release and Requisition. Any proxies solicited by the Concerned Shareholders will be solicited in accordance with applicable securities laws. Any proxies solicited by Concerned Shareholders in connection with the Meeting may be revoked by instrument in writing by the shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law and the constating documents of Seair.
None of the Concerned Shareholders or, to their knowledge, any of their associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting, other than the election of directors to the Board.
Seair Inc. trades on the TSX Venture Exchange under the symbol SDS. The address for Seair currently listed on its website is P.O. Box 94099 Elbow River Postal Outlet, Calgary, Alberta T2S 0S4. To obtain a copy of this press release or for further information about the matters set out herein you may contact Nino Plava (403) 999-9916 or firstname.lastname@example.org or the law firm representing the Concerned Shareholders, Legal One Securities & Corporate Law at (403) 613-5573.
SOURCE: Corrine M. Fiesel Professional Corporation