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WBE WestBond Enterprises Corporation

0.125
0.005 (4.17%)
31 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
WestBond Enterprises Corporation TSXV:WBE TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.005 4.17% 0.125 0.12 0.13 0.125 0.125 0.125 500 21:00:17

WestBond Announces Adoption of Advance Notice Policy, Amendment to Shareholder Rights Plan and Private Placement

01/08/2013 9:09pm

Marketwired Canada


Advance Notice Policy

WestBond Enterprises Corporation (TSX VENTURE:WBE) (the "Company") announces the
approval and adoption by its Board of Directors of an advance notice policy (the
"Policy"). The purpose of the Policy is to provide shareholders, directors and
management of the Company with a clear framework for nominating directors of the
Company. The Company is committed to: (i) facilitating an orderly and efficient
annual general or, where the need arises, special meeting, process; (ii)
ensuring that all shareholders receive adequate notice of the director
nominations and sufficient information regarding all director nominees; and
(iii) allowing shareholders to register an informed vote after having been
afforded reasonable time for appropriate deliberation. The Policy is intended to
further these objectives. 


The Policy, among other things, includes a provision that requires advance
notice to the Company in certain circumstances where nominations of persons for
election to the Board of Directors are made by shareholders of the Company. The
Policy fixes a deadline by which director nominations must be submitted to the
Company prior to any annual or special meeting of shareholders and sets forth
the information that must be included in the notice to the Company. No person
will be eligible for election as a director of the Company unless nominated in
accordance with the Policy. 


In the case of an annual meeting of shareholders, notice to the Company must be
made not less than 30 days and not more than 65 days prior to the date of the
annual meeting; provided, however, that, in the event that the annual meeting is
to be held on a date that is less than 50 days after the date on which the first
public announcement of the date of the annual meeting was made, notice may be
made not later than the close of business on the 10th day following such public
announcement. 


In the case of a special meeting of shareholders called for the purpose of
electing directors (whether or not called for other purposes), notice to the
Company must be made not 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 full text of the Policy is available under the Company's profile at
www.sedar.com. 


The Policy is in effect as at the date of this news release. Pursuant to the
terms of the Policy, the Company will seek shareholder ratification of the
Policy at the annual general and special meeting of shareholders, scheduled to
be held on September 4, 2013 (the "Meeting").


Private Placement

The Company is pleased to announce that it proposes to undertake a non-brokered
private placement of up to 18,750,000 common shares at a price of $0.08 per
common share, for gross proceeds of up to $1,500,000 (the "Private Placement").
Funds from the Private Placement will be used to purchase plant and equipment to
vertically integrate and expand the Company's manufacturing of paper products. 


Gennaro Magistrale, the Company's President and Chief Executive Officer and a
Director, intends to purchase 5,625,000 common shares under the Private
Placement. Upon completion of the Private Placement it is anticipated that Mr.
Magistrale's holdings of common shares will increase from 1,535,524 to 7,160,524
common shares (approximately 24% of the Company's outstanding common shares)
assuming the Private Placement is fully subscribed. If the Private Placement is
not fully subscribed, the percentage of common shares held by Mr. Magistrale
will increase. Mr. Magistrale will therefore become a Control Person upon the
completion of the Private Placement and Mr. Magistrale and his associates and
affiliates are therefore not permitted to vote on the required approval. 


Pursuant to the policies of the TSX Venture Exchange (the "TSXV"), the Company
will seek the approval of the Private Placement at the Meeting. 


Closing of the Private Placement remains subject to approval of the TSXV,
approval of the Company's shareholders and approval of the Amended Rights Plan
Agreement (as defined below).


Amendment to Shareholder Rights Plan

As of August 1, 2013, the board of directors confirmed and approved certain
amendments to the Company's current shareholder rights plan agreement that was
entered into as of July 28, 2009 with an effective date of August 26, 2009
between the Company and Computershare Trust Company of Canada (the "Existing
Rights Plan Agreement", as amended and restated, the "Amended Rights Plan
Agreement") in order to update the agreement to be consistent with current
practices, including:




1.  modifications to the discretion of the board of directors to waive the
    application of the shareholder rights plan or redeem rights thereunder
    and to make certain amendments to or determinations under the plan;
     
2.  modification of the shareholder rights plan to provide that a person who
    becomes a beneficial owner of 20% or more of the outstanding voting
    shares of the Company as a result of the issuance of voting shares (or
    convertible securities) out of treasury will not trigger the dilutive
    effect of the shareholder rights plan;
     
3.  technical amendments to the definitions; and
     
4.  to update the provision requiring the Amended Rights Plan Agreement to
    be reconfirmed by the Independent Shareholders (as defined therein) at
    the annual meeting of the shareholders of the Company to be held in 2016
    and every third annual meeting of the shareholders of the Company
    thereafter. 



Other than as described above, the terms of the Amended Rights Plan Agreement
are not substantially different from the terms of the Existing Rights Plan
Agreement. 


The Amended Rights Plan Agreement will permit the Company to proceed with the
Private Placement without triggering the dilutive effect of the rights under the
Company's shareholder rights plan. 


The Company will seek shareholder approval of the Amended Rights Plan Agreement
and the Private Placement at the Meeting. If the Amended Rights Plan Agreement
is approved at the Meeting, it will become effective immediately after the close
of the Meeting.


ON BEHALF OF THE BOARD

Gennaro Magistrale, Chief Executive Officer, President and Director

The foregoing information contains forward-looking statements including but not
limited to statements regarding a proposed private placement and the use of
proceeds from such private placement. In making the forward-looking statements
in this release, the Company has applied certain factors and assumptions that
are based on information currently available to the Company as well as the
Company's current beliefs and assumptions made by the Company, including that
the Company is able to obtain regulatory and shareholder approval of the private
placement, and that the Company is able to complete the private placement.
Although the Company considers these beliefs and assumptions to be reasonable
based on information currently available to it, they may prove to be incorrect,
and the forward-looking statements in this release are subject to numerous
risks, uncertainties and other factors that may cause future results to differ
materially from those expressed or implied in such forward-looking statements.
Such risk factors include, among others, that the private placement will not be
completed, and that the Company will be unable to obtain or will experience
delays in obtaining any required regulatory and shareholder approvals. Although
the Company has attempted to identify important factors that could cause actual
results to differ materially from those contained in forward-looking
information, there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that such
information will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking information. The
Company does not undertake to update any forward-looking information, except in
accordance with applicable securities laws.


Neither the 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
WestBond Enterprises Corporation
Gennaro Magistrale
Chief Executive Officer, President and Director
604.940.3939
604.940.9161 (FAX)
www.westbond.ca

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