ONEnergy Inc.
TSX VENTURE : OEG
TSX VENTURE : OEG.A

ONEnergy Inc.

May 19, 2015 17:23 ET

ONEnergy Inc. Announces Results of 2015 Annual and Special Meeting of Shareholders

Shareholders approve capital reorganization and share consolidation

TORONTO, ONTARIO--(Marketwired - May 19, 2015) - ONEnergy Inc. ("ONEnergy" or the "Corporation") (TSX VENTURE:OEG) (TSX VENTURE:OEG.A), a fast-growing, dynamic energy management firm serving commercial, industrial, multi-residential and residential customers in Canada and the U.S. via its Sunwave™-branded energy and energy- efficiency businesses announces the results of its Annual and Special Meeting of Shareholders (the "Meeting"), held on May 19, 2015 in Toronto, Ontario.

A total of 131,595,125 multiple voting and subordinate voting shares ("Shares") (representing approximately 55.40% of the issued and outstanding Shares as of the record date for the Meeting) were represented in person or by proxy at the meeting.

At the Meeting, shareholders approved the re-election of Stanley Hartt, Stephen J.J. Letwin, Mark J. Lewis, David Rattee and Lawrence Silber as directors of the Corporation (the "Board"), and approved the re-appointment of BDO Canada LLP as auditors of the Corporation.

Shareholders also overwhelmingly voted in favor of resolutions approving the following:

  • an amendment to the articles of the Corporation in order to change the designation of the subordinate voting shares (the "SV Shares")in the capital of the Corporation to common shares in the capital of the Corporation ("Common Shares") and to exchange the multiple voting shares (the "MV Shares") in the capital of the Corporation on a one-for-one basis into Common Shares (the "Capital Reorganization");
  • a consolidation of the above noted Common Shares of the Corporation at a ratio of up to ten (10) to one (1), and to amend the Corporation's articles accordingly; and
  • a continuance of the Corporation from incorporation under the Canada Business Corporations Act to the Ontario jurisdiction under the Ontario Business Corporations Act.

The Board approved the consolidation of the Corporation's resultant issued and outstanding Common Shares on the basis of every ten (10) Common Shares being consolidated into one (1) Common Share (the "Share Consolidation"). Subject to the approval of the TSX Venture Exchange, the Company intends to proceed with the Capital Reorganization and the Share Consolidation at the earliest possible date, and will make a further announcement with respect to the timing of Capital Reorganization and the Share Consolidation once determined.

The combined effect of implementation of the Capital Reorganization and the Share Consolidation will be to change the capital structure of the Corporation from the currently issued 128,611,966 SV Shares and 113,209,071 MV Shares to approximately 24,182,104 Common Shares on a post-consolidation basis. No fractional Common Shares will be issued, and no cash will be paid in lieu of fractional post-consolidation Common Shares. The number of post-consolidation Common Shares to be received by a shareholder will be rounded up to the nearest whole Common Share. The Corporation also has outstanding options to purchase 18,322,410 subordinate voting share, equal to approximately 1,832,241 Common Shares on a post-consolidation basis, and deferred share units to acquire up to 612,500 subordinate voting shares, equal to 61,250 Common Shares on a post- consolidation basis. The Corporation does not intend to change its name and will use a single trading symbol ("OEG") in connection with the Share Consolidation.

The Corporation is proceeding with the Share Consolidation for the following reasons:

  • Raising the price of Common Shares to more attractive levels: The Consolidation is expected to result in an increase of the trading price of the Common Shares reflecting the ten-to-one consolidation ratio. An expected higher price per Common Share would place the Common Shares at a level that is typical of share prices of other widely-owned investment companies thereby potentially opening the Corporation's shares to ownership by a wider base of investors.
  • Reduction of Shareholder transaction costs: Shareholders of the Corporation may benefit from relatively lower trading costs associated with a higher price per Common Share. It is likely that many investors pay commissions based on the number of Common Shares traded when they buy or sell Common Shares. If the price per Common Share were higher, investors may pay lower commissions to trade a fixed dollar amount than they would if the price per Common Share is lower.
  • Improved trading liquidity: The potentially lower transaction costs and higher trading price of the Common Shares could ultimately improve the trading liquidity of the Common Shares. There can be no assurance that the total market capitalization of the Common Shares (i.e. the aggregate value of all Common Shares at the then market price) immediately after the Consolidation will be equal to or greater than the total market capitalization immediately before the Consolidation.

In addition, there can be no assurance that the per share market price of the Common Shares following the Share Consolidation will be higher than the per share market price immediately before the Share Consolidation or equal or exceed the direct arithmetical result of the Share Consolidation. In addition, a decline in the market price of the Common Shares after the Share Consolidation may result in a greater percentage decline than would occur in the absence of the Share Consolidation, and the liquidity of the Common Shares could be adversely affected. In addition, the Consolidation may result in some Shareholder owning "odd lots" of less than 1,000 Common Shares on a post-Consolidation basis. Odd lots may be more difficult to sell, or require greater transaction costs per share to sell than Common Shares in "board lots" of even multiples of 1,000 Common Shares. Brokerage commissions and other costs of transactions in odd lots are often higher than the costs of transactions in "round lots" of even multiples of 1,000 Common Shares.

With respect to the Capital Reorganization and the Share Consolidation, letters of transmittal will be mailed out to registered shareholders of the Corporation by the Corporation's Stock Transfer Agent, Computershare Investor Services Inc., which letter of transmittal enables them to exchange their share certificates representing multiple voting shares, or subordinate voting shares, with new share certificates representing the post-consolidation Common Shares, in accordance with the instructions set forth in the letter of transmittal. Shareholders who hold their Shares through a broker or other intermediary and do not have Shares registered in their name, will not need to complete a letter of transmittal as the exchange will be completed by their broker or intermediary.

About ONEnergy Inc.

ONEnergy is a fast-growing, dynamic energy management firm serving commercial, industrial, multi-residential and residential clients via its Sunwave™-branded energy and energy-efficiency businesses. Sunwave specializes in helping customers use energy more wisely by minimizing their energy consumption and then cost- effectively managing the balance. We provide a variety of products and services including sales and rental of energy-efficient furnaces, boilers and air conditioners, complete turnkey LED lighting retrofits (including financing), supply of conventional and "green" electricity for homes and businesses, commercial solar PV installations, home protection plans, building envelope upgrades, energy audits and more to help our customers conserve, simplify and effectively manage their energy costs.

Sunwave serves customers in both Canada and the United States, with offices in Toronto, Vancouver, Ottawa, and Norwalk, CT.

ONEnergy shares are listed on the TSX Venture Exchange under the symbols "OEG" for Multiple Voting Shares and "OEG.A" for Subordinate Voting Shares. ONEnergy's website may be found at www.onenergyinc.com.

The corporate information contained in this release includes forward-looking statements regarding future events and the future performance of ONEnergy and its subsidiaries that involve risks and uncertainties that could cause actual results to differ materially.

Without limitation, this release contains forward-looking information concerning: the impact of the Share Consolidation, including but without limitation, on the price of the Common Shares. Shareholder transaction costs and liquidity of the Common Shares, and market capitalization of the Corporation and the intended timing of the Capital Reorganization and the Share Consolidation. Forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements and information and accordingly, readers should not place undue reliance on such statements and information. Risks and uncertainties that may cause actual results to vary include, but are not limited to, failure to complete the Share Consolidation, failure realize the anticipated benefits of the Share Consolidation, changes to and compliance with applicable laws and regulations. Assumptions used in the preparation of such information, although considered reasonable by ONEnergy at the time of preparation, may prove to be incorrect. The actual results achieved may vary from the information provided herein and the variations may be material. Consequently, there is no representation by ONEnergy that actual results achieved will be the same, in whole or in part, as those forecast.

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

  • ONEnergy Inc.
    Mark Lewis
    Chief Executive Officer
    +1 (416) 444-4848

    ONEnergy Inc.
    Ray de Ocampo
    Chief Financial Officer
    +1 (416) 444-4848
    www.onenergyinc.com

    Spinnaker Capital Markets Inc.
    Ali Mahdavi
    Capital Markets & Investor Relations
    +1 (416) 962-3300