Solium Executives Adopt Automatic Securities Disposition Plan
CALGARY, September 3, 2013 — Solium Capital Inc. (“Solium” or the “Company”) (TSX: SUM) today announced that Brian Craig and Marcos Lopez, Managing Directors of Solium, have each adopted an automatic securities disposition plan (“ASDP”) in accordance with applicable Canadian provincial securities legislation, including the guidance under Ontario Securities Commission’s Staff Notice 55-701 (“Canadian Legislation”). Generally, Canadian Legislation permits an insider to adopt a written ASDP to sell shares through an independent broker in accordance with a pre-arranged set of instructions, regardless of any subsequent material non-public information the insider may receive, as long as the ASDP satisfies certain requirements. In accordance with Canadian Legislation, sales of shares under the ASDPs will be effected by independent securities brokers in accordance with the trading parameters and other instructions set out in the ASDPs. Neither Mr. Craig nor Mr. Lopez will exercise any further discretion or influence over how dispositions will occur under his ASDP, and the broker administering his ASDP is not permitted to consult with him regarding any such dispositions. In addition, Messrs. Craig and Lopez are subject to restrictions on their ability to modify, suspend or terminate their participation in their respective ASDP. In accordance with best practices, the ASDPs include a waiting period of 30 days between the date of adoption of the ASDP and the date that the first disposition can be made under the ASDP.
The objective of the ASDPs is to facilitate the sale of up to 600,000 common shares of Solium held by Mr. Craig and up to 300,000 common shares of Solium held by Mr. Lopez on the open market over a period of up to two years at prevailing market prices and subject to minimum price thresholds specified in the ASDPs. These shares represent approximately 16% of Mr. Craig’s total current shareholdings in Solium and approximately 15% of Mr. Lopez’s total current shareholdings in Solium. Both Managing Directors wish to sell their shares in order to further diversify their respective portfolios.
Transactions under the ASDPs will be reported on SEDI at www.sedi.ca in accordance with applicable Canadian securities laws. Each such filing will bear a notation to advise readers that the dispositions relate to an ASDP.
In entering into the ASDPs with Messrs. Craig and Lopez, Solium recognizes that insiders may have reasons unrelated to their assessment of the Company or its prospects in deciding to sell shares of the Company. Solium also recognizes that many of its officers have a substantial portion of their personal net worth represented by shares of the Company and that such individuals are subject to lengthy restrictions on their ability to effect trades in Solium’s shares because of trading blackouts imposed under the Company’s trading policy.
The Company has amended its Code of Conduct to facilitate the trading of securities pursuant to an automatic securities disposition or purchase plan established in accordance with applicable securities legislation and the Company’s policies. A copy of the amended Code of Conduct will be filed on SEDAR at www.sedar.com.
Solium also requires that all ASDPs be pre-cleared by the Governance and Human Resources Committee of Solium’s Board of Directors (the “Committee”), which is comprised of independent directors. In addition to applicable securities legislation and the Code of Conduct, the Committee will consider the best practices which exist at the time an insider requests to adopt an ASDP, and may impose such requirements as it determines are appropriate or necessary. The Committee believes that such plans provide an orderly method for insiders to diversify their portfolio.
Solium anticipates that other insiders of the Company may in the future wish to adopt automatic securities disposition or purchase plans. Insiders of the Company that adopt such a plan will disclose the establishment of the plan in insider reports filed in accordance with applicable securities laws and Solium may from time to time disclose the adoption of such plans in the future.
About Solium Capital Inc.
Solium Capital Inc. (TSX: SUM) provides cloud-enabled services for global equity-based incentive plans administration, financial reporting and compliance. From operation centers in the United States, Canada, the United Kingdom and Australia, our innovative software-as-a-service (SaaS) technology powers share plan administration and equity transactions for more than 3,000 corporate clients with employee participants in more than 150 countries. Follow us @Solium and visit us at solium.com.
For further information:
Aaron Kabucis, CFA TMX | Equicom
416.815.0700 x 230