|By PR Newswire||
|December 5, 2013 08:30 AM EST|
TORONTO, Dec. 5, 2013 /CNW/ - Equity Financial Holdings Inc. (TSX: EQI) ("Equity" or the "Corporation") announced today that it has selected March 28, 2014 as the date for its annual general meeting of shareholders and a special meeting of shareholders requisitioned by a partnership controlled by Smoothwater Capital Corporation ("Smoothwater"). The record date for determining shareholders entitled to receive notice of and vote at the meeting has been set as February 26, 2014. The Corporation will provide important information about the meeting and the text of Smoothwater's proposed resolution in a management information circular that will be mailed to shareholders and posted to the Corporation's website and SEDAR in due course.
As disclosed in the Corporation's press release of November 18, 2013, Smoothwater has requisitioned a special meeting of shareholders for the purpose of removing seven of nine incumbent directors and appointing three new directors to form a board of five directors. Smoothwater has announced that it is acting jointly with Nick Kyprianou and Darryl Ivan (together with Smoothwater, the "Joint Actors") and intends that Mr. Kyprianou be appointed CEO of Equity's subsidiary, Equity Financial Trust Company ("Equity Trust") and that Mr. Ivan be appointed Chief Risk Officer of Equity Trust. Messrs. Kyprianou's and Ivan's employment in these positions was terminated in October, 2013 upon a unanimous decision of the Board of Directors.
In response to Smoothwater's requisition, the Board of Directors of the Corporation formed a special committee (the "Special Committee") comprising Bradley Kipp, Thomas Spencer and Donald Wright, each of whom is an independent director of Equity. The Special Committee's mandate includes considering the strategic direction proposed by the Joint Actors and alternatives thereto, all with a view to enhancing shareholder value. The Special Committee has hired TD Securities Inc. ("TD Securities") as its financial advisor to assist in completing its mandate.
The Special Committee is evaluating all realistic alternatives for enhancing shareholder value, including the proposal put forward by the Joint Actors. The Special Committee will evaluate the information available to it with respect to the experience, capabilities and relevant performance of the director nominees and management team proposed by the Joint Actors as well as that of the current directors and management team. In addition, the Special Committee has directed TD Securities to commence work on a process to determine if superior shareholder value can be realized through the implementation of a strategic transaction with a third party. TD Securities will commence this process as soon as possible.
As part of its process, the Special Committee will provide appropriate disclosure updates to the market and expects to engage in discussions with its shareholders to assist it in determining the course of action that it will recommend to shareholders at the Special Meeting on March 28, 2014.
About Equity Financial Holdings Inc.
Equity is a Canadian financial services company serving the alternative retail mortgage market through its federally regulated and wholly-owned subsidiary, Equity Financial Trust Company. Learn more at www.equityfinancialholdings.com.
Forward Looking Information
Certain portions of this press release as well as other public statements by the Corporation contain "forward-looking information" within the meaning of applicable Canadian securities legislation, which is also referred to as "forward-looking statements", which may not be based on historical fact. Wherever possible, words such as "will", "plans," "expects," "targets," "continue", "estimates," "scheduled," "anticipates," "believes," "intends," "may," and similar expressions or statements that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved, have been used to identify forward-looking information. Such forward-looking statements include, without limitation, the Corporation's expectations in respect of earnings, fee income, expense levels, general economic, political and market factors in North America and internationally, interest rates, global equity and capital markets, activities, the Corporation's expected need for equity on debt financing, business competition, technological change, changes in government regulations, unexpected judicial or regulatory proceedings, catastrophic events, and the Corporation's ability to complete strategic transactions and integrate acquisitions and other factors.
All material assumptions used in making forward-looking statements are based on management's knowledge of current business conditions and expectations of future business conditions and trends, including their knowledge of the current credit, interest rate and liquidity conditions affecting the Corporation and the Canadian economy. Certain material factors or assumptions are applied by the Corporation in making forward-looking statements, including without limitation, factors and assumptions regarding interest rates, availability of key personnel, the effect of competition on the Corporation's business, government regulation of its business, computer failure or security breaches, future capital requirements, its ability to fund its mortgage business, the value of mortgage originations, the competitive nature of the alternative mortgage market, the expected margin between the interest earned on its mortgage portfolio and the interest to be paid on its deposits, the relative continued health of real estate markets, acceptance of its products in the marketplace, as well as its operating cost structure and the current tax regime.
Forward-looking statements reflect the Corporation's current views with respect to future events and are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. Readers should not place undue reliance on such forward-looking statements, as they reflect the Corporation's current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation, are inherently subject to significant uncertainties and contingencies. Many factors could cause the Corporation's actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including a significant downturn in capital markets or the economy as a whole, significant increases in the cost of complying with applicable regulatory requirements, civil unrest, economic recession, pandemics, war and acts of terrorism which may adversely impact the North American and global economic and financial markets, inability to raise funds through public or private financing significant changes in interest rates, failure by Equity Financial Trust Company ("EFT") to meet ongoing regulatory requirements, the failure of borrowers or counterparties to honour their financial or contractual obligations to EFT, failure by EFT to adequately monitor and/or adjust its mortgage portfolio management practices for changing circumstances, failure by the Corporation to attract and to retain the necessary employees to meet its needs, failure by EFT to adequately monitor the services provided by third party service providers or to establish alternative arrangements if required, failure by EFT to secure sufficient deposits from securities dealers or a sufficient level of mortgage origination from its mortgage broker network, a failure of the computer systems of the Corporation or one or more of its service providers or the risks detailed from time-to-time in the Corporation's quarterly filings, annual information forms, annual reports and annual filings with securities regulators. The preceding list is not exhaustive of possible factors. The Corporation disclaims any intent or obligation to update or revise publicly any forward-looking statements whether as a result of new information, estimates, future events or results, or otherwise, unless required to do so by applicable laws.
SOURCE Equity Financial Trust