TORONTO, ONTARIO--(Marketwire - March 26, 2013) - Dominion Citrus Income Fund (the "Fund") (TSX:DOM.UN) and Dominion Citrus Limited (TSX:DMN.PR.A) (the "Company") (collectively, "Dominion Citrus") today announced the Company has adjourned the special meeting of shareholders, including the holders of Series "A" preference shares (the "Preference Shares") of the Company, originally scheduled for March 26, 2013, to April 26, 2013 (the "Preference Share Meeting"). The Preference Share Meeting is now scheduled for immediately after the Fund's upcoming special meeting (the "Unitholder Meeting") of holders of units ("Unitholders"). The Unitholder Meeting described below is scheduled to take place on April 26, 2013 at 9:30 am, with the adjourned Preference Share Meeting to take place at 10:00 am. Both meetings will be held at the Doubletree by Hilton Toronto Airport, 655 Dixon Road, Toronto, Ontario.
The Company intends to mail a revised notice and information circular for the adjourned Preference Share Meeting on or about April 5, 2013, while the Fund intends to mail meeting materials for the Unitholder Meeting on the same date. The meeting materials for the Unitholder Meeting will be sent to Unitholders of record on March 25, 2013. The revised notice and information circular for the adjourned Preference Share Meeting will be sent to holders of Preference Shares on February 19, 2013 (the record date for the originally scheduled meeting). Copies of all meeting materials will be filed on the relevant profile on www.sedar.com.
As previously disclosed by press release dated February 28, 2013, the Company intends to seek the approval of the Company's shareholders by way of special resolution (the "Settlement Resolution") to incorporate the terms of a proposed settlement (the "Settlement") with a significant holder of Preference Shares into the articles of the Company and make the terms of the Settlement binding upon all holders. The Settlement will have the effect of eliminating the current cash redemption date of April 1, 2013 applicable to the Preference Shares, waiving a portion of the accrued dividends, future dividend rights and substituting repayment of the cash redemption amount over a six (6) year period at which time the Preference Shares shall be redeemed. The detailed terms of the Settlement were contained in a press release of Dominion Citrus dated February 28, 2013. In addition, the Settlement Agreement and associated documentation was filed by the Company on www.sedar.com.
The Fund was ordered by the Ontario Court to convene the Unitholders Meeting as a result of an application by a securityholder, which was heard on March 22, 2013. The Court ruled on March 25, 2013 that the trustees of the Fund do not have the authority to vote the common shares (the "Common Shares") of the Company held by the Fund to approve the Settlement in the absence of the approval of the Unitholders, and required the adjournment of the previously scheduled Preference Share Meeting until after the Unitholder Meeting is held. Detailed reasons for the decision have not yet been released.
The Court mandated adjournment of the Preference Shareholder Meeting results in securityholders of Dominion Citrus not having an opportunity to vote in respect of the Settlement until April 26, 2013. Given that the Company's current constating documents contemplate an April 1, 2013 mandatory retraction date and a payment date of April 15, 2013, the Company may not be permitted, under applicable corporate legislation, to make the necessary retraction payments in cash depending upon the number of Preference Shares that may be retracted. The provisions in the constating documents regarding the retraction payment being satisfied by the issuance of Common Shares are no longer operable as such securities are no longer publicly-listed.
The Company confirms that the Preference Shares continue to have retraction rights because the terms of the Settlement will not be implemented before April 1, 2013. Accordingly, registered Preference Shareholders who wish to preserve their rights of retraction and retract all or a portion of such shares are advised to tender them by April 1, 2013, together with an irrevocable notice of election to redeem such shares duly executed by the registered holder, to the attention of the President and Chief Executive Officer of the Company at 302 - 165 The Queensway, Toronto, ON M8Y 1H8. Beneficial holders should contact their brokers in order to preserve their rights of retraction and exercise such retraction rights. There is no assurance that any Preference Shares tendered for retraction will be retracted by the Company in accordance with the constating documents thereof, even in the event that the Settlement is not approved by securityholders for the reasons set forth above. In the event that the terms of the Settlement are approved by securityholders, the Company intends to make the retraction payments over a six (6) year period in accordance with the terms of the Settlement.
Caution regarding Forward-Looking Statements
This release contains statements, which, to the extent that they are not a recitation of historical fact, may constitute "forward-looking statements". Forward-looking statements may include financial and other projections, as well as statements regarding our future plans, objectives or performance, or our underlying assumptions. The words "estimate", "anticipate", "believe", "expect", "intend" or other similar expressions of future or conditional verbs such as "will", "should", "would" and "could" are intended to identify forward-looking statements. Persons reading this press release are cautioned that such statements are only expectations, and that our actual results or performance may be materially different. Forward-looking information involves certain risks, assumptions, uncertainties and other factors which may cause actual future results to differ materially from those expressed or implied in any forward-looking statements. In particular and without limitation, there is no assurance that the terms of the Settlement will be approved by Dominion Citrus securityholders and there is no assurance that the Settlement, if approved, will be implemented on the terms proposed herein or at all as such implementation is uncertain and subject to a number of risks, many of which are beyond the control of the Company or the Fund. The Company and the Fund may suffer material adverse consequences in the event that the Settlement is not implemented.
Readers should not place undue reliance on these forward-looking statements when making decisions, and should consider the date onto which the statements were made. Except as required under applicable securities law, management disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About Dominion Citrus
The Fund is a publicly traded, unincorporated, open-ended limited purpose income trust. On January 1, 2006, all of the common shares of the Company were exchanged for trust units of the Fund. The trust units are listed on the TSX under the symbol DOM.UN. The Series A preference shares of the Company are listed on the TSX under the symbol DMN.PR.A.
Dominion Citrus is a diversified food company supplying fresh produce to a wide variety of customers in retail, foodservice and food distribution businesses. Dominion provides procurement, processing, repacking, sorting, grading, warehousing and distribution services to its major domestic markets being Ontario and Québec. Dominion also supplies products to customers in the United States. Dominion Citrus' website may be accessed at www.dominioncitrus.com.