- Givex delays providing documentation and information in response to shareholder requests
- Don Gray and board provide yet more examples of the Company’s pattern of ignoring its shareholders
TORONTO, Nov. 7, 2022 /CNW/ – Inter.Act Venture Fund Inc. (“Inter.Act“), the largest independent shareholder of Givex Information Technology Group Limited (“Givex” or the “Company“) (TSX: GIVX), announced today that Givex has continuously delayed providing Inter.Act with documentation requested from the Company (the “Company Records“).
Prior to requisitioning a meeting of the shareholders of Givex (the “Shareholders“) on November 2, 2022 (the “Requisition“), Inter.Act formally requested Givex provide it with the Company Records, including certain minutes and resolutions and other records related to shares of Givex held through intermediaries and depositories.
Consistent with Givex’s past practices of slow rolling its Shareholders, over a week passed until Givex eventually provided a response to Inter.Act. The response failed to adequately or appropriately respond to the request in its entirety. Indeed, while Inter.Act had a statutory right under the Business Corporations Act (British Columbia) (the “BCBCA“) to request certain minutes and resolutions of the Company, Givex unilaterally decided to provide such documentation only for the last year (since the completion of its reverse takeover transaction) which is in contravention of the BCBCA.
As a result, Inter.Act was forced to reiterate its request to Givex and remind them of their statutory right to provide certain of the Company Records or request that the Company actually respond to the request as opposed to simply ignoring it.
Givex did not respond to the follow-up request until Inter.Act again contacted Givex, prior to submission of the Requisition, in an effort to discuss, and hopefully resolve the various Shareholder concerns raised by Inter.Act. Givex again ignored the Shareholder’s offer for a solution and instead advised that it would be responding to its follow-up request on November 1, 2022. Notwithstanding this commitment, Givex continued to delay and, when it did eventually respond, Givex again chose to withhold certain of the Company Records requested.
The capital markets do not operate this way. Shareholders should not be ignored or disenfranchised at the apparent whim of a director or the board. Whether you are the Chairman, Don Gray, the CFO, Jim Woodside, or one of the supposed independent directors, Michael Carr, Miles Evans, Robert Munro or the newest addition Divya Kulkarni, you have a duty to your stakeholders, and legal obligations, to act in their best interest and not simply put the interests of management first.
Don Gray and the board’s actions seem to be just another data point on the growing list of examples of their apparent efforts to disenfranchise Shareholders and again demonstrate to Inter.Act that Givex would sooner protect Don Gray’s fiefdom than engage with its Shareholders.
If Givex refuses to engage with its largest independent Shareholder, all Shareholders should be wary of how they are being treated.
Marc Ladouceur, on behalf of Inter.Act, welcomes the opportunity to engage with fellow Shareholders. Mr. Ladouceur can be reached at 416-473-4070 or [email protected].
Norton Rose Fulbright Canada LLP are acting as legal advisors to Inter.Act Venture Fund Inc.
This press release does not constitute a solicitation on behalf of Inter.Act. No proxy circular has been filed or disseminated in connection with this press release or the Requisition. For additional information regarding the Requisition and the concerns of Inter.Act, please see the press release filed by Inter.Act on November 2, 2022 (the “Requisition Press Release“), a copy of which may be obtained on the Company’s SEDAR profile at www.sedar.com. As an update to the Requisition Press Release, Marc Ladouceur now beneficially owns or controls 572,500 common shares of the Company.
SOURCE Inter.Act Venture Fund Inc.
For further information: Contacts: Investor Contact: Marc Ladouceur, Office: 416-473-4070, [email protected]