Ms. Jane Gavan reports
DREAM UNLIMITED CORP. ANNOUNCES VOTING RESULTS OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND DETERMINATION TO PROCEED WITH SHARE CONSOLIDATION
All resolutions considered by shareholders at Dream Unlimited Corp.'s annual and special meeting of shareholders of the company held today have been approved.
Election of directors and appointment of auditor
At the meeting, all of the nominees for election as directors of Dream referred to in the management information circular of the company dated May 15, 2020, were elected. Votes cast on this matter were as set out in the attached voting results for election of directors table.
VOTING RESULTS FOR ELECTION OF DIRECTORS
Nominee Votes for % votes for Votes withheld % votes withheld
Michael J. Cooper 390,240,961 99.82 708,147 0.18
James Eaton 390,790,061 99.96 159,047 0.04
Joanne Ferstman 390,146,216 99.79 802,892 0.21
Richard N. Gateman 390,503,839 99.89 445,269 0.11
Jane Gavan 390,050,881 99.77 898,227 0.23
Duncan Jackman 367,109,998 93.90 23,839,110 6.10
Jennifer Lee Koss 390,789,498 99.96 159,610 0.04
Vincenza Sera 390,530,188 99.89 418,920 0.11
At the meeting, PricewaterhouseCoopers LLP was appointed as the auditor of Dream, and the directors of Dream were authorized to fix the remuneration of the auditor.
Announcement of share consolidation
Dream is also pleased to announce that the shareholders approved a special resolution authorizing an amendment to the articles of the company to effect a consolidation of all of the issued and outstanding Class A subordinate voting shares in the capital of Dream on the basis of one postconsolidation subordinate voting share for every two preconsolidation subordinate voting shares, and all of the issued and outstanding Class B common shares in the capital of Dream on the basis of one postconsolidation common share for every two preconsolidation common shares, as more particularly described in the circular.
To be effective, the consolidation resolution was required to be approved by: (i) not fewer than two-thirds of the votes cast by the shareholders represented at the meeting; (ii) not fewer than two-thirds of the votes cast by the holders of subordinate voting shares at the meeting, voting separately as a class; and (iii) not fewer than two-thirds of the votes cast by holders of common shares at the meeting, voting separately as a class. Votes cast on this matter were as set out in the attached voting results for share consolidation table.
VOTING RESULTS FOR SHARE CONSOLIDATION
Votes for % votes for Votes against % votes against
Holders of subordinate voting shares 81,287,625 99.97 23,083 0.03
Holders of common shares 309,615,900 99.99 22,500 0.01
All shareholders 390,903,525 99.99 45,583 0.01
Dream today announces that the board of directors has determined to implement the share consolidation. The company intends to implement the share consolidation with effect on or about July 2, 2020.
It is expected that upon completion of the share consolidation, the number of subordinate voting shares issued and outstanding will be consolidated from 91,675,747 to approximately 45,837,873, and the number of common shares issued and outstanding will be consolidated from 3,114,848 to approximately 1,557,424. The exact number of outstanding subordinate voting shares and common shares outstanding after the share consolidation will vary based on the elimination of fractional shares. No fractional subordinate voting shares or common shares will be issued in connection with the share consolidation. All fractions of postconsolidation subordinate voting shares and common shares will be rounded down to the nearest whole number.
The share consolidation is expected to affect shareholders uniformly, including holders of outstanding securities convertible or exercisable for subordinate voting shares or common shares on the effective date, except for minor changes or adjustments resulting from the treatment of fractional shares. On the effective date, the exercise prices and the number of subordinate voting shares issuable upon the exercise or deemed exercise of any options, performance share units or deferred share units, or other convertible or exchangeable securities of the company will be automatically proportionately adjusted based on the consolidation ratio to reflect the share consolidation.
Further details on the share consolidation are contained in the circular, which has been filed and is available under the company's profile on SEDAR. Please review the circular for the specific terms and conditions of the share consolidation.
About Dream Unlimited Corp.
Dream is a leading developer of exceptional office and residential assets in Toronto, owns stabilized income-generating assets in both Canada and the United States, and has an established and successful asset management business, inclusive of $9-billion of assets under management across three Toronto Stock Exchange-listed trusts and numerous partnerships. It also develops land and residential assets in Western Canada for immediate sale. Dream expects to generate more recurring income in the future as its urban development properties are completed and held for the long term. Dream has a proven record for being innovative and for its ability to source, structure and execute on compelling investment opportunities.
We seek Safe Harbor.
© 2020 Canjex Publishing Ltd. All rights reserved.