OneMove Capital Ltd. Responds to Dye & Durham’s Attempt to Disenfranchise Its Rights
02 July 2024 - 9:03PM
OneMove Capital Ltd. (“
OneMove”), a Family Office
based in Bridgetown, Barbados, is alarmed by the latest governance
charades by Dye & Durham Limited (“
Dye &
Durham”) and its Board seeking to disenfranchise OneMove’s
exercise of its rights as a shareholder, as publicly announced by
the Company on July 2, 2024.
OneMove was a founding shareholder in Dye &
Durham. After 12 years, OneMove continues to be one of Dye &
Durham’s largest investors with 8.4% of the Company’s outstanding
shares. OneMove holds the right to nominate a member of the
Company’s board of directors pursuant to the terms of the investor
rights agreement (the “IRA”) dated July 17, 2020
between the Company, Plantro Ltd. and OneMove, which Dye &
Durham acknowledges. Despite the Company stating otherwise in its
July 2 press release, the IRA does not restrict the voting rights
of OneMove in any way. OneMove will vote its shares as it sees fit,
as it has always done.
For months, OneMove has tried to work
confidentially and collaboratively with members of the Board to
improve governance amidst serious missteps. When these efforts
failed, on June 19, 2024, OneMove provided the Company with notice
pursuant to the terms of the IRA of its nomination of Eric
Shahinian as its nominee for election at the Company's upcoming
special meeting of shareholders scheduled to be held on August 20,
2024 (the “Special Meeting”). In order to properly materialize its
nomination right in the context of the Special Meeting, OneMove
asked the Company to confirm that the business before the Special
Meeting would include the removal of OneMove’s prior nominee,
Edward Prittie. On June 20, after the Company refused to so
confirm, OneMove exercised its statutory right as a shareholder
under the Business Corporations Act (Ontario) by delivering a
proposal requiring the Company to include the removal of its prior
nominee, Mr. Prittie, as shareholder business at the Special
Meeting (the “Proposal”).
On June 30, 2024, the Company informed OneMove
that it would not comply with its statutory obligations in respect
of the Proposal. The Company’s position is that the Proposal is
invalid because OneMove is attempting to redress a “personal
grievance” against Mr. Prittie. OneMove rejects this nakedly
tactical attempt to disenfranchise OneMove’s statutory rights as a
shareholder and any further attempt to intimidate it. OneMove wants
Mr. Prittie replaced as its nominee because of the ongoing
governance issues and performance of the business over the last 24
months.
OneMove remains steadfast in its commitment as
an investor in the Company and does not desire needless escalation.
Unfortunately, rather than engage with its shareholders on the
Company’s best path forward and improving governance, the Company
has instead sought to intimidate and disenfranchise OneMove. Given
these latest antics, OneMove believes that change is necessary and
will take all required steps to ensure that Dye & Durham
respects OneMove’s rights.
OneMove Capital Ltd.Email:
ir@onemovecapital.com Phone: 786.220.2552