Toronto, Ontario– February 10, 2012 – Retained executive search firm The Caldwell Partners International Inc. (TSX: CWL) announced that at a meeting held yesterday afternoon, its shareholders rejected a resolution to reduce the Stated Capital of its Common Shares by 75%. Had the resolution passed, approximately $12 million of Stated Capital would have been reclassified as Contributed Surplus. As a result of this rejection, the Company remains unable to consider declaring a dividend or making application to the Toronto Stock Exchange for approval of a Normal Course Issuer Bid.
“The rejection of this resolution by shareholders is both surprising and disappointing. Heading into the meeting, based on proxy results from 42% of shares eligible to vote, 99.7% of shareholders were in favour if this restatement, which would have allowed the Company to declare a dividend, ” said G. Edmund King, chairman of the board. “However, with 65% of shares represented in person or by proxy at the meeting, the final outcome was 66.4% in favour, just short of the 66.7% majority required for the motion to carry. It should be noted that 35% of the shares eligible to vote did not do so.”
“Since embarking on its expansion into the United States, the Company has performed well and achieved its goals. We believe that the Company is now in a position to pay, and has sufficient cash flow to support, a dividend. With this resolution now rejected, we are simply not permitted to pay dividends,” Mr. King said.
Commenting further on the rejection of the resolution, Mr. King noted that “In addition to being able to reinstitute a dividend, we sought the reduction in Stated Capital to provide our directors with full flexibility to determine in the future how our funds could best be deployed to create value for all of our shareholders.”
About Caldwell Partners
Caldwell Partners is one of North America’s premier providers of executive search and has been for over 40 years. As one of the region’s most trusted advisors in executive search, the firm has a sterling reputation built on successful searches for boards, chief and senior executives, and selected functional experts.
With offices in Vancouver, San Francisco, Los Angeles, Dallas, Calgary, Atlanta, Toronto, Stamford, New York City, and a strategic presence in London and Hong Kong, the firm takes pride in delivering an unmatched level of service and expertise to its clients.
Caldwell Partners’ Common shares are listed on The Toronto Stock Exchange (TSX: CWL). Please visit our website at www.caldwell.com for further information.
Forward-looking statements in this document are based on current expectations that are subject to significant risks and uncertainties. Actual results might differ materially due to various factors such as the competitive nature of the executive search industry, the ability of the company to execute its growth strategies, the performance of the Canadian domestic and international economies, and the company’s ability to retain key personnel. The Caldwell Partners assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements.
For further information, please contact:
Karen Richards, CA Chief Financial Officer
The Caldwell Partners International