Sundial Growers Inc. (NASDAQ:SNDL) released results of its reconvened annual and special meeting of shareholders, revealing that all of the resolutions suggested were approved by the company's shareholders. The meeting was originally held on July 21, 2022, and was adjourned, without any business being considered, due to a lack of quorum. Under the by-laws of the company and the interim order granted by the Court of Queen's Bench of Alberta in respect of the meeting, those shareholders who attended the meeting on July 25, 2022, in person or by proxy, constituted a quorum.
At the meeting, shareholders approved:
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Fixing the number of directors of the company at five members;
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Electing each of Greg Mills, Zach George, Lori Ell, Bryan Pinney and Gregory Turnbull as directors of the company for the ensuing year; and
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Appointing Marcum LLP as the auditors of the company for the ensuing year and authorizing the board of directors of the company to set their remuneration.
Additionally, shareholders approved, as special resolutions:
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Amending the articles of Sundial to change of name of the company from "Sundial Growers Inc." to "SNDL Inc.".
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A consolidation of all of the issued and outstanding common shares on the basis of not more than one post-consolidation common share for every ten pre-consolidation common shares and not less than one post-consolidation common share for every twenty-five pre-consolidation common shares, as to be determined by the board of directors of the company in its sole discretion, to become effective at such time as the board considers it to be in the best interests of the company, but in any event not later than July 25, 2023.
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A plan of arrangement involving the company, Alcanna Inc., and the shareholders under Section 193 of the Business Corporations Act (Alberta), such arrangement to become effective at a date to be determined by the board when the board considers it to be in the best interests of the company to implement such arrangement, but in any event not later than July 25, 2023.
Details of the Share Consolidation
Immediately following the meeting, the board determined to effect the share consolidation on the basis of one post-consolidation common share for every 10 pre-consolidation common shares. The share consolidation has taken effect today, July 25, 2022, and the common shares are expected to begin trading on Nasdaq on a post-consolidation basis beginning at the open of markets on July 26, 2022. The record date for shareholders entitled to participate in the share consolidation is July 25, 2022.
Immediately prior to the share consolidation, there were 2,38 billion common shares issued and outstanding, and 237,99 million common shares are issued and outstanding following the share consolidation, subject to rounding for any fractional common shares. Fractional common shares to be received by shareholders will be rounded up in the case of a fractional interest that is 0.5 or greater, or rounded down in the case of a fractional interest that is less than 0.5, to the nearest whole number of common shares that such holder would otherwise be entitled to receive upon implementation of the share consolidation.
The share consolidation is expected to enable the company to maintain and minimum bid price of $1.00 per common share and to avoid a delisting event that could cause material disruption to the company and shareholders through the reduction of both trading liquidity and access to capital.
Management Changes
Chief administrative officer David Gordey, has resigned from his position effective July 29, 2022. Gordey was appointed CAO after Sundial's acquisition of Alcanna Inc. in March 2022.
Photo by Thiago Patriota on Unsplash
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