TORONTO, ONTARIO--(Marketwired - June 19, 2015) - Robert Genovese and BG Capital Group Ltd. ("BG Capital" and together with Mr. Genovese, the "BG Parties") announced today that they intend to nominate three directors for election to the board of directors of STT Enviro Corp. ("STT Enviro") at STT Enviro's annual and special meeting of shareholders to be held on June 25, 2015 (the "Meeting") or any adjournment or postponement thereof. The BG Parties had previously filed a notice under STT Enviro's advance notice by-law to this effect.
The BG Parties believe that a change in the composition of the board is required in order to advance STT Enviro's sales efforts and enhance shareholder value. The BG Parties intend to nominate for election Stephen W. Stewart, W. Thomas Hodgson and Jonathan Fichman (collectively, the "Proposed Nominees"). Each of these individuals has strong business credentials. Mr. Stewart is a consultant with G&S Stewart Consulting. Mr. Hodgson is the Executive Chairman of Lithium Americas Corp. and Chairman and Senior Partner of Greenbrook Capital Partners. Mr. Fichman is the President, Business Operations, of BG Capital.
The BG Parties hold in aggregate 8,400,000 common shares of STT Enviro, representing 17.65% of STT Enviro's common shares as at May 21, 2015, the record date for the Meeting.
HOW SHAREHOLDERS CAN VOTE FOR THE PROPOSED NOMINEES
To date, the BG Parties have received significant support from shareholders of STT Enviro. The management information circular of STT Enviro dated May 21, 2015 includes a statement that the purpose of its advance notice by-law "is to treat all shareholders fairly by ensuring that all shareholders, including those participating in a meeting by proxy rather than in person, receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner." Notwithstanding this statement, and despite the BG Parties having requested in writing that STT Enviro do so, STT Enviro has not publicly disclosed the manner in which shareholders may exercise their right to vote for the Proposed Nominees.
To date, the BG Parties have not delivered a form of proxy or voting instruction form to any shareholders. Accordingly, the BG Parties wish to advise shareholders of STT Enviro as to how they can participate at the Meeting by proxy and thereby exercise their voting rights in favour of the Proposed Nominees should they wish to do so.
Accordingly, any shareholder wishing to vote in favour of the Proposed Nominees is encouraged to appoint, on the form of proxy or voting instruction form that has been sent to shareholders by STT Enviro in the place provided for that purpose, Jonathan Fichman as its proxyholder or appointee, as applicable, to attend and act and vote on its behalf at the Meeting or any adjournment or postponement thereof as Mr. Fichman sees fit. To confer full discretionary authority on Mr. Fichman, shareholders should not provide any directions on such proxy or voting instruction form. Alternatively, a registered shareholder may attend the Meeting in person and a non-registered shareholder may appoint him, her or itself in the voting instruction form instead of Mr. Fichman and attend the Meeting in person.
The form of proxy and voting instruction form provided by STT Enviro each provides that proxies and voting instruction forms must be received by Computershare, the transfer agent for STT Enviro, by no later than 3:30 p.m., Toronto time, on Tuesday, June 23, 2015.
Shareholders are encouraged to review the instructions in the form of proxy or voting instruction form, as applicable, sent by STT Enviro for instructions on how to submit their proxy or voting instruction form.
If you have any questions or need assistance in completing and submitting the proxy or voting instruction form sent by STT Enviro, please contact The Shareholder Response Group at info@shareholderresponse.com or 1-416-953-3337.
INFORMATION IN SUPPORT OF PUBLIC BROADCAST SOLICITATION
The following information is provided in accordance with Canadian corporate and securities laws applicable to public broadcast solicitations. The BG Parties are relying on the exemption under section 9.2(4) of National Instrument 52-102 - Continuous Disclosure Obligations ("NI 51-102") to make this public broadcast solicitation. This solicitation is being made by the BG Parties and not by or on behalf of the management of STT Enviro. The address of STT Enviro is 8485 Parkill Dr, Milton, Ontario L9T 5E9.
The BG Parties have filed this press release containing the information required by section 9.2(4)(c) of NI 51-102 and have filed a separate document containing the information required by Form 51-102F5 - Information Circular in respect of the Proposed Nominees for election to the board of directors of STT Enviro at the Meeting, including any and all adjournments or postponements thereof, on STT Enviro's company profile on SEDAR at www.sedar.com.
Proxies may be solicited by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by directors, officers and employees of BG Capital who will not be specifically remunerated therefor. In addition, BG Capital may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. BG Capital has retained The Shareholder Response Group to assist in the solicitation of proxies and has agreed to pay a fee to The Shareholder Response Group of $17,500 plus applicable taxes. The BG Parties may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on behalf of the BG Parties. The costs incurred in connection with the solicitation by the BG Parties will be borne by BG Capital.
A registered holder of common shares of STT Enviro that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy, or as otherwise provided in STT Enviro's information circular; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the registered office of STT Enviro at any time up to and including the last business day preceding the day the Meeting or any adjournment or postponement thereof, or (ii) with the chairman of the meeting prior to its commencement on the day of the Meeting or any adjournment or postponement thereof; or (c) in any other manner permitted by law.
A non-registered holder of common shares of STT Enviro will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the meeting.
None of the BG Parties or any of the Proposed Nominees or any of their respective associates or affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted upon at the Meeting other than the election of directors or the appointment of auditors. In addition, other than the purchase by BG Capital of 2.4 million common shares from STT Enviro for aggregate gross proceeds of US$480,000 in March 2015, none of the BG Parties, any directors or officers of BG Capital, or any of the Proposed Nominees or any of their respective associates or affiliates has any material interest, direct or indirect, in any transaction since the beginning of STT Enviro's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect STT Enviro or any of its subsidiaries. The address of Mr. Genovese is Suite 203, Lauriston House, Lower Collymore Rock, St. Michael, Barbados and the address if BG Capital is 1250 South Pine Island Rd., Suite 500, Plantation, Florida 33324 U.S.A.
Contact Information:
1-416-953-3337
info@shareholderresponse.com