Press release from CNW Group
DATA Group Adopts Advance Notice By-law
Monday, January 20, 2014
DATA Group Adopts Advance Notice By-law17:49 EST Monday, January 20, 2014
BRAMPTON, ON, Jan. 20, 2014 /CNW/ - DATA Group Ltd. (TSX:DGI) ("DATA Group" or the "Corporation") today announced the adoption by its Board of Directors of By-law No. 2 of the Corporation (the "Advance Notice By-law"), a by-law establishing a framework for advance notice of nominations of directors by shareholders of DATA Group. Among other things, the Advance Notice By-law fixes a deadline by which shareholders must submit a notice of director nominations to DATA Group prior to any annual or special meeting of shareholders where directors are to be elected and sets forth the information that a shareholder must include in the notice for it to be valid.
The Advance Notice By-law is similar to the advance notice by-laws adopted by many other Canadian public companies. Specifically, the Advance Notice By-law requires advance notice to the Corporation in circumstances where nominations of persons for election as a director of DATA Group are made by shareholders other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Ontario) (the "OBCA") or (ii) a shareholder proposal made in accordance with the provisions of the OBCA.
In the case of an annual meeting of shareholders, notice to the Corporation must be given not less than 30 nor more than 65 days prior to the date of the annual meeting. In the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be given not later than the close of business on the tenth day following the notice date.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Corporation must be given not later than the close of business on the fifteenth day following the day on which the first public announcement of the date of the meeting was made.
The Board of Directors of DATA Group has also adopted an amendment to the Corporation's existing general By-law No. 1 (the "By-law Amendment"), which is intended to ensure that By-Law No. 1 remains consistent with evolving corporate governance practices and the published guidelines of major proxy advisory firms. The By-law Amendment increases the quorum requirements for DATA Group shareholder meetings to two or more persons holding or representing at least 25 percent of the votes attached to all outstanding shares of the Corporation.
The Advance Notice By-law and the By-law Amendment are effective immediately. Shareholders of DATA Group will be asked to ratify and confirm the Advance Notice By-law and the By-law Amendment at the next meeting of shareholders, as required by the OBCA. The full text of the Advance Notice By-law and By-law No. 1, as amended by the By-law Amendment, have been filed under DATA Group's profile at www.sedar.com, and posted on DATA Group's website at www.datagroup.ca.
About DATA Group Ltd.
DATA Group Ltd. is a managed business communications services company specializing in customized document management and marketing solutions. DATA Group develops, manufactures, markets and supports integrated web and print based communications, information management and direct marketing products and services that help its customers reduce costs, increase revenues, maintain brand consistency and simplify their business processes. DATA Group's expertise and resources enable it to address any document requirement of its customers, from a simple mail-out to an enterprise-wide document management or direct marketing initiative. We have approximately 1,800 employees working from 35 locations across Canada and the U.S. to accomplish this.
Additional information relating to DATA Group Ltd. is available on www.datagroup.ca and in the disclosure documents filed by DATA Group Ltd. on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
Certain statements and other information included in this press release constitute "forward-looking information" within the meaning of applicable Canadian securities legislation ("forward-looking statements"). All statements in this press release, other than those relating to historical information or current conditions, are forward-looking statements, including, but not limited to, management's intention to present the Advance Notice By-law and the By-law Amendmentto the shareholders of DATA Group for ratification at the next shareholder meeting of the Corporation. Such forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond our control, as well as various assumptions and business sensitivities, including those risk factors referred to under the heading "Risk Factors" in DATA Group's management's discussion and analysis for the year ended December 31, 2012, which may cause actual results, performance or achievements of DATA Group to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In particular, the Advance Notice By-law and the By-law Amendment will cease to be effective if they are not presented to the shareholders for ratification at the next shareholder meeting of DATA Group or if they are rejected by the shareholders at such meeting. DATA Group disclaims any intention or obligation to update or revise any forward-looking statements in this press release as a result of new information or future events, except as may be required under applicable Canadian securities legislation. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate in the circumstances. All of the forward-looking statements contained herein are qualified by these cautionary statements and by the assumptions that are stated or inherent in such forward-looking statements. Although we believe these assumptions are reasonable, undue reliance should not be placed on these assumptions and such forward-looking statements.
SOURCE DATA Group Inc.
For further information:
Mr. Michael Suksi
President and CEO
Data Group Ltd.
Tel: (905) 791-3151
Mr. Paul O'Shea
Chief Financial Officer
Data Group Ltd.
Tel: (905) 791-3151