Shareholders Meeting Reconvened
Shareholders Meeting Adjourned
On Wednesday, November 9, 2016, Mr. Justice Johnston of the Supreme Court of British Columbia heard an Application brought by Mr. Radford and Mr. Lacey (the “Dissidents”) seeking to restrict Purcell and Mr. MacMillan from taking certain steps and seeking to appoint an additional director selected by the Dissidents to Purcell’s Board. Purcell first received materials concerning the hearing on Sunday, November 6, 2016. Because the hearing was brought on short notice, the relief sought by the Dissidents was all interim relief pending a further hearing concerning the main issues raised by the Dissidents.
Purcell expressed the view to the Court that the annual general meeting scheduled for today, November 10, 2016 (the “Shareholder Meeting”) should be adjourned pending the main hearing, since the results of that hearing would likely impact the voting at the Shareholder Meeting. The Dissidents’ counsel asked the Court to have the Shareholder Meeting go forward but not count the vote until the main hearing later in November 2016.
Mr. Justice Johnston agreed with Purcell’s approach and ordered that the Shareholder Meeting be adjourned.
The Shareholder Meeting will now be held within 30 days of the decision concerning the main hearing. The Dissident’s petition is scheduled to be heard in late November, so at this stage, the Shareholder Meeting is unlikely to be held until December or January at the earliest.
In making his decision to adjourn the Shareholder Meeting, Mr. Justice Johnston commented that he was attracted to the argument that the shareholders of Purcell should be fully armed with information prior to making a decision at the Shareholder Meeting.
Mr. Justice Johnston also directed the parties to provide names for an experienced corporate solicitor to act as independent chair of the Shareholder Meeting. Purcell is currently working on this and is hopeful that the parties will be able to agree on an independent chair for the Shareholder Meeting.