Sears Canada Inc announced the results of the votes cast at a special meeting of shareholders held to consider a share consolidation. Although the special resolution was approved by shareholders as required by applicable corporate law, it was not approved by shareholders as required by applicable securities laws.
Under the Canada Business Corporations Act, the special resolution required approval by at least two-thirds of the votes cast at the Meeting by shareholders present in person or represented by proxy.
At the Meeting, 85,064,186 votes were cast in favour of the special resolution, representing 81.32 percent of the total votes cast. 19,540,848 votes were cast against the special resolution, representing 18.68 percent of the total votes cast.
Accordingly, the special resolution was approved by over two-thirds of the votes cast at the Meeting as required by the Canada Business Corporations Act.
Under the securities laws of Ontario and Québec, the special resolution also required approval by a majority of the "minority" shares voted at the Meeting, which excludes certain common shares of the Corporation held by Sears Holdings Corporation ("Sears Holdings"), its affiliates and certain related parties.
In addition, on August 8, 2006, the Ontario Securities Commission issued a cease trade order (the "OSC Order") that prohibits certain shares of the Corporation from being included in the category of "minority" shares for the purposes of voting on the special resolution, namely 7,500,000 shares acquired by an affiliate of Sears Holdings.
marketing@alchempro.com
