Diversified Royalty Corp. announced certain amendments to the proposed Articles of DIV to be voted on for adoption at the special meeting of shareholders of DIV to be held at 9:00 am (Vancouver time) on October 14, 2020 (the “Meeting”) as part of DIV’s proposal to have shareholders consider and, if thought advisable, pass a special resolution to approve the continuance of DIV from the Canada Business Corporations Act to the Province of British Columbia under Business Corporations Act (British Columbia) (the “Continuance”).
Following discussions by DIV with Institutional Shareholder Services, a leading proxy advisory firm, as part of DIV’s continued commitment to implementing good corporate governance practices, the Board of Directors of DIV has agreed to amend the following provisions of the proposed Articles attached as Schedule C to DIV’s information circular dated September 14, 2020 (the “Proposed Articles”):
The above noted changes to the Proposed Articles to (i) increase the quorum requirement for shareholder meetings, is intended to encourage wide-ranging shareholder participation in future meetings of DIV shareholders, (ii) the advance notice provisions, is intended to ensure additional disclosure requests by DIV with respect to proposed nominees for election to the Board of Directors of DIV are appropriately limited in their scope, and (iii) require shareholder approval for share sub-divisions and consolidations, is intended to facilitate shareholder input on such decisions given shareholders may have unique preferences in regards thereto, notwithstanding that such capital alterations are inherently administrative.
DIV initiated the aforementioned changes to the Proposed Articles in an effort to continually improve DIV’s corporate governance practices, plans and policies in order to satisfy the most current criteria of its investors and proxy advisory firms. DIV is pleased to report that Glass Lewis, another leading proxy advisory firm, has recommended DIV shareholders vote “For” the Continuance.
The Continuance and the Proposed Articles, other than the changes described herein, are more fully described in DIV’s information circular dated September 14, 2020, a copy of which is available on SEDAR at www.sedar.com. A copy of the Proposed Articles, with the amendments described herein, is available on DIV’s website at www.diversifiedroyaltycorp.com and on SEDAR at www.sedar.com.
About Diversified Royalty Corp.
DIV is a multi-royalty corporation, engaged in the business of acquiring top-line royalties from well-managed multi-location businesses and franchisors in North America. DIV’s objective is to acquire predictable, growing royalty streams from a diverse group of multi-location businesses and franchisors.
DIV currently owns the Mr. Lube, AIR MILES®, Sutton, Mr. Mikes, Nurse Next Door and Oxford Learning Centres trademarks. Mr. Lube is the leading quick lube service business in Canada, with locations across Canada. AIR MILES® is Canada’s largest coalition loyalty program with approximately two-thirds of Canadian households actively participating in the AIR MILES® Program. Sutton is among the leading residential real estate brokerage franchisor businesses in Canada. Mr. Mikes operates casual steakhouse restaurants primarily in western Canadian communities. Nurse Next Door is one of North America’s fastest growing home care providers with locations across Canada and the United States as well as in Australia. Oxford Learning Centres is one of Canada’s leading franchised supplemental education services in Canada and the United States.
DIV intends to increase cash flow per share by making accretive royalty purchases and through the growth of purchased royalties. DIV intends to pay a monthly dividend to shareholders and increase the dividend as cash flow per share increases allow.
Sean Morrison, President and Chief Executive Officer
Diversified Royalty Corp.
(604) 235-3146
Greg Gutmanis, Chief Financial Officer and VP Acquisitions
Diversified Royalty Corp.
(604) 235-3146