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- In complete, 99.8% of votes forged had been in favour of the Association
- Rogers workouts proper to require Shaw to redeem its Most popular Shares
CALGARY, Alberta, Could 20, 2021 (GLOBE NEWSWIRE) — Shaw Communications Inc. (“Shaw”) is happy to announce that holders of its Class A Collaborating Shares (the “Class A Shares”) and Class B Non-Voting Collaborating Shares (the “Class B Shares”) have overwhelmingly voted in favour of the beforehand introduced plan of association (the “Association”) for the proposed enterprise mixture with Rogers Communications Inc. (“Rogers”) on the particular assembly of Shaw’s shareholders (the “Assembly”) held on Could 20, 2021.
“At present marks an vital milestone within the journey to mix Shaw and Rogers, creating a very nationwide community supplier with far-reaching and multigenerational advantages for all Canadians,” stated Brad Shaw, Govt Chair & CEO.
“Shaw’s shareholders overwhelmingly supported the transaction and the excessive voter turnout, which exceeded 70%, represents a robust endorsement for the mixture.”
“We’ve got taken a unprecedented and historic step in the direction of a future with limitless potential the place connectivity and main 5G expertise will allow a lot greater than we are able to even think about immediately,” Mr. Shaw stated.
Shaw Shareholders Approve Plan of Association
The completion of the Association requires the approval of a minimum of two-thirds of the votes forged by the holders of the Class A Shares (the “Class A Shareholders”) and Class B Shares (the “Class B Shareholders”) on the Assembly, voting individually as a category, in addition to majority of the minority approval underneath Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions (“MI 61-101”) of the Class A Shareholders and Class B Shareholders (which requires the approval of a majority of votes forged by such shareholders on the Assembly, excluding the votes of the Shaw Household Dwelling Belief, the controlling shareholder of Shaw, and associated individuals, and another particular person required to be excluded for the needs of MI 61-101), every voting individually as a category.
Particulars of the voting outcomes can be filed underneath Shaw’s profile on SEDAR, which is out there on-line at www.sedar.com. The voting outcomes from the Assembly are as follows:
|Final result of Vote: For|
|Votes For||Votes In opposition to
|Class A Shareholders||21,214,833||99.72||%||59,976||0.28||%|
|Class B Shareholders||337,249,852||99.83||%||559,026||0.17||%|
|Class A Shareholders (excluding votes
connected to the Class A Shares required to
be excluded for the needs of “minority
approval” underneath MI 61-101)
|Class B Shareholders (excluding votes
connected to the Class B Shares required to
be excluded for the needs of “minority
approval” underneath MI 61-101)
As of the file date (April 6, 2021) for the Assembly, there was a complete of twenty-two,372,064 Class A Shares and 476,285,262 Class B Shares excellent.
Shaw can be looking for a ultimate order from the Alberta Court docket of Queen’s Bench on Could 25, 2021 to approve the Association.
The transaction stays topic to different customary closing circumstances, together with approvals from sure Canadian regulators. Shaw and Rogers intend to work cooperatively and constructively with the Competitors Bureau, Innovation, Science and Financial Improvement Canada and the Canadian Radio-television and Telecommunications Fee with a view to safe the requisite approvals. Topic to receipt of all required approvals and satisfaction of all closing circumstances, the Association is anticipated to be accomplished within the first half of 2022.
Rogers Workout routines Proper to Require
Shaw to Redeem its Most popular Shares
Pursuant to the phrases of the Association Settlement entered into by Shaw and Rogers on March 13, 2021, Rogers has exercised its proper to require Shaw to redeem all of Shaw’s issued and excellent most well-liked shares (on the redemption value of $25.00 per share plus any accrued and unpaid dividends as much as however excluding the redemption date) on June 30, 2021 in accordance with their phrases. Shaw expects to offer discover of its intention to redeem the popular shares to the registered holders thereof on Could 28, 2021.
This information launch consists of “forward-looking info” inside the which means of relevant securities legal guidelines regarding, amongst different issues, the receipt of required courtroom, regulatory or different approvals, the power of the events to fulfill the opposite circumstances to the closing of the Association, the anticipated time for closing of the Association and the redemption of the popular shares. Ahead-looking info might in some circumstances be recognized by phrases corresponding to “will”, “anticipates”, “expects”, “intends” and comparable expressions suggesting future occasions or future efficiency.
We warning that every one forward-looking info is inherently topic to alter and uncertainty and that precise outcomes might differ materially from these expressed or implied by the forward-looking info. Quite a few dangers, uncertainties and different elements might trigger precise outcomes and occasions to vary materially from these expressed or implied within the forward-looking info or might trigger our present aims, methods and intentions to alter. Accordingly, we warn buyers to train warning when contemplating statements containing forward-looking info and that it might be unreasonable to depend on such statements as creating authorized rights relating to our future outcomes or plans. We can’t assure that any forward-looking info will materialize and you’re cautioned to not place undue reliance on this forward-looking info. Any forward-looking info contained on this information launch characterize expectations as of the date of this information launch and are topic to alter after such date. Nevertheless, we’re underneath no obligation (and we expressly disclaim any such obligation) to replace or alter any statements containing forward-looking info, the elements or assumptions underlying them, whether or not on account of new info, future occasions or in any other case, besides as required by legislation. All the forward-looking info on this information launch is certified by the cautionary statements herein.
Ahead-looking info is offered herein for the aim of giving details about the proposed transaction referred to above and its anticipated influence. Readers are cautioned that such info will not be acceptable for different functions. The completion of the above-mentioned proposed Association is topic to customary closing circumstances, termination rights and different dangers and uncertainties together with, with out limitation, courtroom and regulatory approvals. Accordingly, there could be no assurance that the proposed transaction will happen, or that it’s going to happen on the phrases and circumstances contemplated on this information launch. The proposed transaction could possibly be modified, restructured or terminated. As well as, if the transaction will not be accomplished, and Shaw continues as an unbiased entity, there are dangers that the announcement of the transaction and the dedication of considerable assets by Shaw to the completion of the transaction might have an effect on Shaw’s present enterprise relationships (together with with future and potential staff, clients, distributors, suppliers and companions) and will have a fabric hostile impact on the present and future operations, monetary situation and prospects of Shaw.
A complete dialogue of different dangers that influence Shaw will also be present in its public reviews and filings which can be found underneath its profile on SEDAR at www.sedar.com.
About Shaw Communications Inc.
Shaw Communications Inc. is a number one Canadian connectivity firm. The Wireline division consists of Shopper and Enterprise companies. Shopper serves residential clients with broadband Web, Shaw Go WiFi, video and digital cellphone. Enterprise offers enterprise clients with Web, knowledge, WiFi, digital cellphone, and video companies. The Wi-fi division offers wi-fi voice and LTE knowledge companies.
Shaw is traded on the Toronto and New York inventory exchanges and is included within the S&P/TSX 60 Index (Image: TSX – SJR.B, SJR.PR.A, SJR.PR.B, NYSE – SJR, and TSXV – SJR.A). For extra info, please go to www.shaw.ca.
For additional info, please contact:
Shaw Investor Relations firstname.lastname@example.org