Empire Industries Ltd.
TSX VENTURE : EIL

Empire Industries Ltd.

September 01, 2015 07:00 ET

Empire Industries Proposes Consolidation of Common Shares

WINNIPEG, MANITOBA--(Marketwired - Sept. 1, 2015) - Empire Industries Ltd. (TSX VENTURE:EIL) ("Empire" or the "Company") today announced that the consolidation of its Common Shares will be considered by its shareholders at the upcoming Annual and Special Meeting of the Shareholders (the "Meeting") at the Ivey Tangerine Leadership Centre, 130 King Street West, Exchange Tower (Ground Floor), Toronto, Ontario, M5X 1A9, on September 23, 2015 at 10:00 AM (Eastern Time).

At the Meeting, the shareholders will be asked to approve a special resolution authorizing the amendment of the Company's articles to consolidate the issued and outstanding common shares in the capital of the Company (the "Common Shares") on the basis of ten (10) pre-consolidation Common Shares for every one (1) post-consolidation Common Share or such other consolidation ratio that the Board of Directors (the "Board") of the Company deems appropriate provided such ratio shall not be greater than 10 pre-consolidation Common Shares for every 1 post-consolidation Common Share (the "Share Consolidation"), and the number of post-consolidation Common Shares must be a whole number of Common Shares. Subject to acceptance by the TSX Venture Exchange (the "TSXV"), the approval of the special resolution would give the Board the authority to implement the Share Consolidation or, in its discretion, revoke the special resolution and abandon the Share Consolidation without further approval or action or prior notice to the shareholders.

The Board proposes to reduce the number of Common Shares of the Company as management believes it is in the Company's best interest to consolidate the shares to increase the Company's share price, reduce shareholders' transaction costs and improve trading liquidity. Many brokerage houses and institutional investors have internal policies and practices that either prohibits them from investing in low-priced shares or which tend to discourage individual brokers from recommending low-priced shares to their customers.

As of the date of this news release, the Company has 259,336,473 Common Shares issued and outstanding. After giving effect to the Share Consolidation, the Company will have approximately 25,933,647 Common Shares issued and outstanding.

The proposed Share Consolidation is subject to the approval by the shareholders of the Company and acceptance by the TSXV.

"We are seeking shareholder approval for a stock consolidation so the board can have the authority to implement such a consolidation if the conditions are right," said Guy Nelson, Chief Executive Officer of Empire Industries. "Our shareholders granted a similar request for authority back in 2008, but the board chose not to implement a stock consolidation that year because of the stock market conditions that developed after the authority was granted. The board will again exercise its best judgement in determining when or whether to proceed with the stock consolidation, assuming shareholder approval is obtained at our upcoming shareholders' meeting."

About Empire Industries Ltd.

Empire Industries Ltd. manufactures specialized engineered products and sells these products domestically and in select international export markets. The Company has developed, designed and engineered products for the rapidly growing, global, media based attractions market. The Company also provides steel fabrication & installation services, primarily to the industrial, commercial and infrastructure market in Western Canada. The Company also has two key strategic equity partnerships; a 49% ownership of ACE Industrial Services that operates in the oil sands industrial maintenance services market, and a 45% ownership of a Chinese joint venture company in the steel fabrication market in Asia. Empire's common shares are listed on the TSX Venture Exchange under the symbol EIL.

Reader Advisory

This news release contains forward‐looking statements, within the meaning of applicable securities legislation, concerning Empire's business and affairs. In certain cases, forward‐looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or similar expressions and includes suggestions of future outcomes, including statements about the approval and acceptance of the Share Consolidation and number of Common Shares outstanding following the Share Consolidation. These forward looking statements are based on current expectations, and are naturally subject to uncertainty and changes in circumstances that may cause actual results to differ materially. These risks include, but are not limited to: obtaining shareholder approval of the Share Consolidation, approval by the Board of the Share Consolidation and receiving acceptance from the TSX Venture Exchange for the Share Consolidation. Readers are cautioned not to place undue reliance on such forward‐looking statements. Forward‐looking information is provided as of the date of this press release, and Empire assumes no obligation to update or revise them to reflect new events or circumstances, except as may be required under 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.

Contact Information