Q: In Constellation Software Annual Meeting voting instructions, we are asked for vote for:
A SPECIAL RESOLUTION AUTHORIZING AND APPROVING AN AMENDMENT TO THE ARTICLES IN ORDER TO (I) CREATE A NEW CLASS OF COMMON SHARES TO BE DESIGNATED AS DE COMMON SHARES, TO BE ISSUABLE AT ANY TIME OR FROM TIME TO TIME AT THE DISCRETION OF THE BOARD OF DIRECTORS OF THE CORPORATION, (II) AMEND AND RESTATE THE RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHING TO THE COMMON SHARES OF THE CORPORATION, AS APPLICABLE, TO REFLECT THE CREATION OF THE DE COMMON SHARES, AND (III) CHANGE THE BASIS UPON WHICH THE MAXIMUM NUMBER OF CLASS A PREFERRED SHARES WHICH MAY BE ISSUED BY THE CORPORATION IS CALCULATED TO REFLECT THE NUMBER OF ISSUED AND OUTSTANDING COMMON SHARES ON A FULLY DILUTED BASIS, ALL AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR.
I have read the Management Information Circular. My understanding: one can convert common shares to DE common shares and must be held for one year from the date of issue. Holders of DE common shares are not expected to be paid regular dividends. DE Common shares will not be listed on any stock exchange. DE common shareholders will be able to reinvest dividends (DRIP) in a more tax efficient manner. If any point is incorrectly, please advise.
My questions are:
1) How would you recommend voting for this resolution?
2) If this resolution was passed and DE Common Shares are made available, what investment criteria would one choose convert to DE Common Share versus keeping Common Shares?
3) Is creation of DE common stocks a common practice in public listed companies (either in Canada or US)? If yes, what other listed Canadian companies have issue this type of stocks?
Thank you.
A SPECIAL RESOLUTION AUTHORIZING AND APPROVING AN AMENDMENT TO THE ARTICLES IN ORDER TO (I) CREATE A NEW CLASS OF COMMON SHARES TO BE DESIGNATED AS DE COMMON SHARES, TO BE ISSUABLE AT ANY TIME OR FROM TIME TO TIME AT THE DISCRETION OF THE BOARD OF DIRECTORS OF THE CORPORATION, (II) AMEND AND RESTATE THE RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHING TO THE COMMON SHARES OF THE CORPORATION, AS APPLICABLE, TO REFLECT THE CREATION OF THE DE COMMON SHARES, AND (III) CHANGE THE BASIS UPON WHICH THE MAXIMUM NUMBER OF CLASS A PREFERRED SHARES WHICH MAY BE ISSUED BY THE CORPORATION IS CALCULATED TO REFLECT THE NUMBER OF ISSUED AND OUTSTANDING COMMON SHARES ON A FULLY DILUTED BASIS, ALL AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR.
I have read the Management Information Circular. My understanding: one can convert common shares to DE common shares and must be held for one year from the date of issue. Holders of DE common shares are not expected to be paid regular dividends. DE Common shares will not be listed on any stock exchange. DE common shareholders will be able to reinvest dividends (DRIP) in a more tax efficient manner. If any point is incorrectly, please advise.
My questions are:
1) How would you recommend voting for this resolution?
2) If this resolution was passed and DE Common Shares are made available, what investment criteria would one choose convert to DE Common Share versus keeping Common Shares?
3) Is creation of DE common stocks a common practice in public listed companies (either in Canada or US)? If yes, what other listed Canadian companies have issue this type of stocks?
Thank you.
