CALGARY, Nov. 9, 2018 /CNW/ - Solium Capital Inc.
("Solium" or the "Company") (TSX: SUM) today announced that
Brian Craig, a director of Solium,
has adopted an automatic securities disposition plan ("ASDP") in
accordance with applicable Canadian provincial securities
legislation, including the guidance under Ontario Securities
Commission's Staff Notice 55-701 ("Canadian Legislation").
Generally, Canadian Legislation permits an insider to adopt a
written ASDP to sell shares through an independent broker in
accordance with a pre-arranged set of instructions, regardless of
any subsequent material non-public information the insider may
receive, as long as the ASDP satisfies certain requirements. In
accordance with Canadian Legislation, sales of shares under the
ASDP will be effected by an independent securities broker in
accordance with the trading parameters, price and volume limits and
other instructions set out in the ASDP. Mr. Craig will not exercise
any further discretion or influence over how dispositions will
occur under his ASDP, and the broker administering his ASDP is not
permitted to consult with him regarding any such dispositions. In
addition, Mr. Craig is subject to restrictions on his ability to
modify, suspend or terminate his participation in his respective
ASDP. In accordance with best practices, the ASDP includes a
waiting period of 30 days between the date of adoption of the ASDP
and the date that the first disposition can be made under the
ASDP.
The objective of the ASDP is to facilitate the sale of up to
600,000 common shares of Solium held by Mr. Craig on the open
market over a period of up to two years at prevailing market prices
and subject to the volume limits and the minimum price thresholds
specified in the ASDP. The independent broker will execute the
trades in such a way so as to attempt to minimize the price impact
on the market and to attempt to maximize the prices obtained for
the shares sold. These shares represent approximately 20% of Mr.
Craig's total current shareholdings in Solium. Mr. Craig retired
from his position as U.K. Country Head of Solium on June 1, 2017, and now wishes to sell a portion of
his shares in order to: (i) support the family's philanthropy
program; and (ii) support forthcoming capital requirements in other
family owned ventures.
Transactions under the ASDP will be reported on SEDI at
www.sedi.ca in accordance with applicable Canadian securities laws.
Each such filing will bear a notation to advise readers that the
dispositions relate to an ASDP.
In entering into the ASDPs with Mr. Craig, Solium recognizes
that insiders may have reasons unrelated to his assessment of the
Company or its prospects in deciding to sell shares of the Company.
Solium also recognizes that many of its insiders have a substantial
portion of their personal net worth represented by shares of the
Company and that such individuals are subject to lengthy
restrictions on their ability to effect trades in Solium's shares
because of trading blackouts imposed under the Company's trading
policy.
Solium also requires that all ASDPs be pre-cleared by the
Governance and Human Resources Committee of Solium's Board of
Directors (the "Committee"), which is comprised of independent
directors. In addition to applicable securities legislation and the
Code of Conduct, the Committee will consider the best practices
which exist at the time an insider requests to adopt an ASDP, and
may impose such requirements as it determines are appropriate or
necessary. The Committee believes that such plans provide an
orderly method for senior insiders with significant shareholdings
to diversify their portfolio. Insiders of the Company that adopt an
ASDP will disclose the establishment of the ASDP in insider reports
filed in accordance with applicable securities laws and Solium may
from time to time disclose the adoption of such plans in the
future.
About Solium Capital Inc.
Solium provides cloud-enabled services for global equity
administration, financial reporting and compliance. From offices in
the United States, Canada, the United
Kingdom, Europe and
Australia, our innovative SaaS
technology powers share plan administration and equity transactions
for more than 3,000 corporate clients with employee participants in
more than 100 countries. Follow us @Solium and visit us at
solium.com.
SOURCE Solium Capital Inc.