Solium Chairman Adopts Automatic Securities Disposition Plan
CALGARY, December 27, 2017 — Solium Capital Inc. (“Solium” or the “Company”) (TSX: SUM) today announced that Michael Broadfoot, Chairman of Solium, has 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 ASDP will be effected by an independent securities broker in accordance with the trading parameters, price and volume limits and other instructions set out in the ASDP. Mr. Broadfoot will not 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, Mr. Broadfoot is subject to restrictions on his ability to modify, suspend or terminate his participation in his respective ASDP. In accordance with best practices, the ASDP includes 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 ASDP is to facilitate the sale of up to 2,400,000 common shares of Solium held by Mr. Broadfoot on the open market over a period of up to two years at prevailing market prices and subject to the volume limits and the minimum price thresholds specified in the ASDP. The independent broker will execute the trades in such a way so as to attempt to minimize the price impact on the market and to attempt to maximize the prices obtained for the shares sold. These shares represent approximately 35% of Mr. Broadfoot’s total current shareholdings in Solium. Mr. Broadfoot retired from Solium in May of 2017, and now wishes to sell a portion of his shares in order to: (i) support the family’s philanthropy program; and (ii) support forthcoming capital requirements in other family owned ventures.
Transactions under the ASDP 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 Mr. Broadfoot, Solium recognizes that insiders may have reasons unrelated to his assessment of the Company or its prospects in deciding to sell shares of the Company. Solium also recognizes that many of its insiders 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.
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 senior insiders with significant shareholdings to diversify their portfolio. Insiders of the Company that adopt an ASDP will disclose the establishment of the ASDP 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 provides cloud-enabled services for global equity administration, financial reporting and compliance. From offices in the United States, Canada, the United Kingdom, Europe and Australia, our innovative SaaS technology powers share plan administration and equity transactions for more than 3,000 corporate clients with employee participants in more than 100 countries. Follow us @Solium and visit us at solium.com.
Investor Relations Contact:
Heidi Christensen Brown