Pursuant to a deposit agreement with Vornado Realty L.P. (the "Deposit Agreement Shares"), and an aggregate of 7,611,000 shares owned by The Bank of Nova Scotia, Scotia Capital Inc and Royal Bank of Canada that are the subject of support agreements previously entered into between those parties and Sears Holdings (the "Support Agreement Shares").
Sears Holdings unsuccessfully appealed the OSC Order to the Divisional Court of Ontario and sought leave to appeal to the Court of Appeal of Ontario. The Corporation has been advised by Sears Holdings that its application for leave to appeal has been denied.
At the Meeting, 12,220,669 votes attached to the "minority" shares, which excluded the votes attached to the Deposit Agreement Shares and the Support Agreement Shares, were cast in favour of the special resolution, representing 38.48 percent of such minority shares.
19,540,848 votes attached to the "minority" shares, which excluded the votes attached to the Deposit Agreement Shares and the Support Agreement Shares, were cast against the special resolution, representing 61.52 percent of such minority shares.
Accordingly, the special resolution was not approved by the minority as required by applicable securities laws and the Corporation will not be proceeding with the share consolidation contemplated by the special resolution.
It is possible that either of such parties may seek to challenge the outcome of today's vote.
marketing@alchempro.com
