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Board Letter to Shareholders

Cision Canada13-05-2025

TORONTO, May 13, 2025 /CNW/ - Dye & Durham Limited ("Dye & Durham" or the "Company") (TSX: DND), one of the world's largest providers of cloud-based legal practice management software, today issued the below letter to shareholders on behalf of its Board of Directors (the "Board").
Dear Shareholders,
Over the past five months, the new Board and management have diligently assessed our business, evaluated our leadership, and most importantly listened to customers' insights, concerns and goals. Following a period of rapid inorganic growth that compromised the quality of our customer experience, we recognize the urgent need to chart a different path to create long-term sustainable growth and enhance shareholder value. We are committed to doing this by getting back to business basics – delighting our customers with innovative and trusted products and customer service that is second to none. We are confident that, with our solid foundation of assets, we will transform our offerings to better serve the critical needs of our customers.
The new management team is actively refining the product portfolio, restoring client trust through meaningful engagement and strategically investing in talent to drive value creation. By reflecting on the Company's past mistakes and missed market opportunities, the restructured Board is now positioned to make well-informed decisions about the future direction of Dye & Durham.
With this vision in mind, we are pleased to share the Company's go-forward strategy, which is anchored by three pillars: Customers First, Product Transformation, and Portfolio Optimization.
The strategy prioritizes organic growth and operational excellence, ensuring Dye & Durham remains the partner of choice for the legal community. At its core, the strategy places customers at the centre of every decision, ensuring that we keep our promises and meet their needs. The Company has already begun to see early progress as evidenced by the news shared today. Some highlights include:
As of the end of April, our Unity® gross retention renewal rate is over 90%, a number that is above our initial expectations and reflects the early initiatives management has implemented.
Our customer-focused strategy led to a 75% improvement in email response times and 85% improvement in phone response times.
We launched a redesigned Unity® interface that significantly enhances usability and navigation for our users. We're also accelerating the long-awaited launch of Unity® in British Columbia.
We recognize the need to act with speed and urgency. As such, the company has established a regional structure and has identified market leaders in the United Kingdom and Australia. We've also strengthened our teams by rehiring former employees who are product experts and highly trusted by our customers. This strategic move will ensure we leverage their deep industry knowledge and relationships.
Additionally, we are nearing the completion of our search for a permanent CEO. While this search has lasted longer than expected, it's crucial we select the right individual who can lead Dye & Durham during this transformative period. Rest assured, the organization is not at a standstill while we finalize this decision. Transformative work is underway, and our management team is implementing impactful changes.
The Board remains committed to maximizing long-term value for shareholders. Although we received recent bids for the purchase of the Company that have been given thorough consideration, we believe the best way to enhance long-term value is by optimizing operations first. These bids underscore the significant potential and value of our business. Selling a business during a renewal cycle or when operating trends are not optimized will lead to distractions at a critical time and is unlikely to benefit shareholders. Our approach requires patience, and we are highly confident that the operating trends will continue to improve as the leadership team continues to focus on the business. In the meantime, we are exploring the sale of some non-core assets to accelerate our deleveraging efforts. By concentrating on growing the business organically and selling non-core assets to improve the balance sheet, we expect to be in a much stronger position to maximize value, whether in the public market or through a sale.
Each day, we are making meaningful strides toward unlocking Dye & Durham's full potential. Our focus on organic growth and operational improvements will continue to be our priority in the upcoming quarters. Although we are just at the beginning of our turnaround journey, the leadership team is confident that the future looks bright.
Thank you for your investment.
The Board of Directors
Forward-Looking Statements
This letter may contain forward-looking information within the meaning of applicable securities laws, which reflects Dye & Durham's current expectations regarding future events, including with respect to the Company's go-forward strategy. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements.
Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent the Company's current beliefs, expectations, estimates and projections regarding future events and operating performance. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Dye & Durham's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, the factors discussed under "Risk Factors" in Dye & Durham's most recent annual information form. Dye & Durham does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

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Elliott Calls for Further Action to Enhance Corporate Value and Strengthen Corporate Governance Ahead of Sumitomo Realty's 2025 Annual General Meeting
Elliott Calls for Further Action to Enhance Corporate Value and Strengthen Corporate Governance Ahead of Sumitomo Realty's 2025 Annual General Meeting

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Elliott Calls for Further Action to Enhance Corporate Value and Strengthen Corporate Governance Ahead of Sumitomo Realty's 2025 Annual General Meeting

In the letter, Elliott encouraged fellow shareholders to actively engage with Sumitomo Realty's management ahead of the upcoming 2025 Annual General Meeting of Shareholders ("AGM") and to hold the Company accountable for not addressing its long-standing valuation discount and weak corporate governance. The letter outlines four key areas of concern – poor shareholder returns, excessive cross shareholdings, declining capital efficiency and subpar governance – and urges the Company to implement tangible reforms. These include increasing its shareholder payout, reducing cross shareholdings, issuing a credible return target and enhancing governance. Elliott also emphasized that without meaningful progress from Sumitomo Realty, it intends to vote against the reappointment of senior management at the upcoming AGM. The full text of the letter can be read at and is included below: Dear Fellow Sumitomo Realty Shareholders, Elliott Investment Management, L.P. and Elliott Advisors (UK) Limited ("Elliott," or "we") advise funds that together have a more than 3% ownership stake in Sumitomo Realty & Development Co., Ltd. ("Sumitomo Realty", or the "Company"), which makes us one of the Company's largest shareholders. For months, we have engaged in private discussions with Sumitomo Realty management to express our conviction in the value-creation opportunity at the Company and to outline tangible actions to realize this potential. With the 2025 Annual General Meeting of Shareholders ("AGM") approaching, we are now making our views public because these issues are critical to the Company's future success, and we want our fellow shareholders to be able to assess the same views we have presented to the Company ahead of the 2025 AGM. We believe the 2025 AGM marks a critical juncture for evaluating management's performance over the past two years. We are encouraging investors to actively engage with Sumitomo Realty management ahead of the 2025 AGM and to use their voting rights to express their satisfaction or dissatisfaction with the Company's current strategy. We highlight recent opinions from ISS and Glass Lewis, who both recommended a vote against the reappointment of Sumitomo Realty's Chairman, due to the Company's high levels of cross shareholdings and lack of board independence. Sumitomo Realty is one of Japan's leading real estate developers, with a dominant position in Tokyo office real estate, an attractive business mix and a high-quality portfolio of assets. Our substantial investment reflects our conviction, based on months of thorough diligence, in Sumitomo Realty's strengths. However, despite these advantages, Sumitomo Realty trades at just half of the post-tax market value of its real estate ("PNAV"), 1 making it the most undervalued real estate developer in Japan. Sumitomo Realty also trades at a depressed multiple of earnings, despite its stable, high-quality core office leasing business. Sumitomo Realty's persistent stock underperformance and valuation discount are not coincidental. The Company is an outlier in several areas: it holds a large portfolio of cross shareholdings, it has a unique policy of not selling property assets or managing REIT assets, and its board and governance structure rank near the bottom of all TOPIX 100 companies on several metrics 2. In our view, these self-imposed problems and others we highlight below are responsible for the Company's significant undervaluation. We see a clear opportunity for Sumitomo Realty to close its discount to fair value by taking steps to resolve these issues. The upside potential is significant: Applying a peer-average PNAV multiple – a conservative approach given Sumitomo Realty's superior asset quality – would imply a share price of just under ¥8,000, over 40% higher than the current level. See Chart 1 – PNAV and Price Target Bridge. The Case for Change The market's negative sentiment toward Sumitomo Realty reflects deep shareholder concerns with the Company's performance. In 2024, Elliott commissioned a third-party shareholder perception study to better understand investor views on the Japanese real estate developer sector, including Sumitomo Realty and its large-cap peers. This study surveyed large and mostly long-term institutional investors, both in Japan and abroad, on topics including the Company's strategy, its shareholder-return policy and its cross-shareholding policy. The study's findings – as well as sell-side analyst ratings, expert commentary and AGM voting results – show consistently poor investor sentiment toward Sumitomo Realty and highlight meaningful opportunities for improvement. See Chart 2 – Shareholder Survey. Evidence of shareholder dissatisfaction is also clearly visible in the AGM approval rate for Sumitomo Realty's Board. Approval rates have steadily declined since 2017, with the Chairman's approval rating falling from 95% to a record-low 77% by 2023 – the lowest among peers. See Chart 3 – AGM Approval Rating. Publicly available proxy voting data shows that many of Sumitomo Realty's largest investors have already voted against management at previous AGMs. Their concerns center on Sumitomo Realty's excessive cross shareholdings and its antiquated board structure. With proxy voting guidelines from asset managers growing more stringent since the Board last stood for election in 2023, and with independent proxy advisory firms recently making recommendations to vote against the reappointment of Sumitomo Realty's Chairman at the 2025 AGM, it appears that continued inaction could lead to Sumitomo Realty's Board facing even broader disapproval from major asset managers this year. Diagnosing the Key Issues Four core issues underlie Sumitomo Realty's deep undervaluation and poor investor sentiment: Weak shareholder returns: Sumitomo Realty's dividend payout was just 17% of net income in the last fiscal year – half the peer group average. Larger peers have moved more aggressively on shareholder returns, with one key peer expecting its shareholder payout to exceed 80% of net income this fiscal year. Even with Sumitomo Realty's recently outlined plans to increase its shareholder payout, the pace of increase is too slow: we estimate it could take almost a decade to achieve the Company's target dividend payout ratio of 35%. Excessive cross shareholdings: At 26% of net assets as of March 31, 2025, Sumitomo Realty's cross shareholdings far exceed those of its peers as well as the maximum levels set by independent proxy advisory firms and key Japanese asset managers. The Company's high level of cross shareholdings was a major cause of shareholder disapproval at the 2023 AGM and will likely be a decisive issue again in 2025. Declining capital efficiency: Sumitomo Realty is the only company in its peer group that does not have a Return on Equity ("ROE") target, nor any clear strategy for maintaining or improving its ROE, such as by selling mature assets into a REIT structure. As a result, the Company's ROE has declined for six consecutive years and is forecast to continue falling. See Chart 4 – ROE. Poor corporate governance and board structure: Sumitomo Realty ranks near the bottom of the TOPIX 100 on corporate-governance metrics. A global company with the size and stature of Sumitomo Realty should aspire to market-leading governance standards. While the Company has recently outlined plans to gradually improve its governance, progress on these reforms can and should be accelerated. See Chart 5 – Corporate Governance Comparison. Setting the Right Course These issues are largely self-imposed and can be addressed quickly and decisively by management. Specifically, we believe that the Company should take the following steps: Shareholder return: Immediately increase its shareholder payout ratio to 50% or more, a level that is in-line with its peers, via a higher dividend payout and larger and more regular share repurchases; Cross shareholding: Decrease its cross-shareholdings portfolio, which we believe is worth more than ¥500 billion on a post-tax basis, to below 10% of net assets (based on current market value) by the end of its current medium-term management plan ("MTMP") period; ROE target: Set a ROE target of at least 10% and outline clear plans to achieve this target, such as by shifting capital from mature projects to growth projects. For instance, the Company could unlock ¥500 billion of capital by transferring rental apartment assets into a REIT structure; and Governance: Strengthen governance by adding independent directors and establishing a nomination and remuneration committee. The time to implement a more ambitious policy to unwind cross shareholdings is now. Several large holders of Sumitomo Realty shares – including Taisei Corp, Obayashi, Shimizu and Kajima, which collectively own more than ¥160 billion worth – have announced plans to aggressively sell their cross shareholdings. Sumitomo Realty reciprocally owns more than ¥60 billion worth of shares in these four construction companies. This dynamic presents a compelling opportunity for Sumitomo Realty: It can unlock significant capital by selling shares in these four firms and use the proceeds to repurchase a portion of the Sumitomo Realty shares they currently hold. Such a transaction would reduce cross shareholdings and deploy capital back into the Company's own shares at extremely attractive levels. While cross shareholdings have historically been seen as promoting business relationships across Japanese companies, they are now viewed as a poor use of capital and an enabler of corporate leadership entrenchment. Sumitomo Realty and its key cross shareholders are meant to adhere to the Corporate Governance Code, which requires Japanese companies to scrutinize the purpose and benefits of cross shareholdings, particularly those held for business relationships, which are increasingly viewed as inappropriate. We believe the Company should act decisively and expeditiously to unwind its cross-shareholdings portfolio. See Chart 6 – Key Corporate Cross Shareholding. The steps we have outlined would not only raise management's standing at the 2025 AGM, but also improve Sumitomo Realty's valuation. In the Japanese real estate developer sector, there is a clear relationship between valuation (PNAV), capital efficiency (ROE) and shareholder returns. We are confident that taking the steps above – particularly on improving shareholder payout and capital efficiency – will unlock significant value for Sumitomo Realty shareholders and increase management's credibility with shareholders ahead of the 2025 AGM. See Chart 7 – ROE and Shareholder Returns Explain Valuation. Companies that have proactively embraced Japan's ongoing corporate reforms – by unwinding cross shareholdings, improving capital efficiency, increasing shareholder returns and strengthening governance – have been rewarded with higher valuations and greater shareholder support. Examples from the general construction, non-life insurance, and real estate developer sectors show how such reforms can successfully unlock value and transform investor perception at previously underperforming companies. Conclusion We appreciate that in recent months, Sumitomo Realty management has taken several initial steps in the right direction – some of which are aligned with our recommendations. However, progress has been insufficient and too slow. The market reacted negatively to the uninspiring MTMP released in late March, which failed to address core issues. Many of our suggestions remain ignored. The 2025 AGM is a critical opportunity for shareholders to express their satisfaction or dissatisfaction with Sumitomo Realty's current strategy. Management's approval rating is the clearest and most effective way for shareholders to catalyse change. Despite the modest shareholder-friendly actions taken to date, there remains deep skepticism, including from Elliott, about management's genuine commitment to ambitiously and decisively address the Company's key issues. As such, absent further value- and governance-enhancing measures from Sumitomo Realty, Elliott plans to vote against the reappointment of senior management at the 2025 AGM. We urge all shareholders to carefully consider their voting decisions and engage with Sumitomo Realty management in the lead up to the AGM. Your vote can shape the Company's future. We are hopeful management will be attentive to shareholder viewpoints and will take decisive steps to raise Sumitomo Realty's corporate value and enhance its governance. Sincerely, Aaron Tai Portfolio Manager Elliott Investment Management, L.P. About Elliott Elliott Investment Management L.P. (together with its affiliates, "Elliott") manages approximately $72.7 billion in assets as of December 31, 2024. Founded in 1977, it is one of the oldest funds under continuous management. The Elliott funds' investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, high net worth individuals and families, and employees of the firm. Elliott Advisors (UK) Limited is an affiliate of Elliott Investment Management L.P. Media Contacts: London Alice Best Elliott Advisors (UK) Limited T: +44 203 009 1715 [email protected] Tokyo Brett Wallbutton Ashton Consulting T: +81 (0) 3 5425-7220 [email protected] DISCLAIMER THIS DOCUMENT HAS BEEN ISSUED BY ELLIOTT ADVISORS (UK) LIMITED ("EAUK"), WHICH IS AUTHORISED AND REGULATED BY THE UNITED KINGDOM'S FINANCIAL CONDUCT AUTHORITY ("FCA") AND ELLIOTT INVESTMENT MANAGEMENT L.P. ("EIMLP"). NOTHING WITHIN THIS DOCUMENT PROMOTES, OR IS INTENDED TO PROMOTE, AND MAY NOT BE CONSTRUED AS PROMOTING, ANY FUNDS ADVISED DIRECTLY OR INDIRECTLY BY EAUK AND EIMLP (THE "ELLIOTT FUNDS"). THIS DOCUMENT IS FOR DISCUSSION AND INFORMATIONAL PURPOSES ONLY. THE VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF EAUK, EIMLP AND THEIR AFFILIATES (COLLECTIVELY, "ELLIOTT MANAGEMENT") AS OF THE DATE HEREOF. ELLIOTT MANAGEMENT RESERVES THE RIGHT TO CHANGE OR MODIFY ANY OF ITS OPINIONS EXPRESSED HEREIN AT ANY TIME AND FOR ANY REASON AND EXPRESSLY DISCLAIMS ANY OBLIGATION TO CORRECT, UPDATE OR REVISE THE INFORMATION CONTAINED HEREIN OR TO OTHERWISE PROVIDE ANY ADDITIONAL MATERIALS. ALL OF THE INFORMATION CONTAINED HEREIN IS BASED ON PUBLICLY AVAILABLE INFORMATION WITH RESPECT TO SUMITOMO REALTY & DEVELOPMENT CO., LTD. (THE "COMPANY"), INCLUDING PUBLIC FILINGS AND DISCLOSURES MADE BY THE COMPANY AND OTHER SOURCES, AS WELL AS ELLIOTT MANAGEMENT'S ANALYSIS OF SUCH PUBLICLY AVAILABLE INFORMATION. ELLIOTT MANAGEMENT HAS RELIED UPON AND ASSUMED, WITHOUT INDEPENDENT VERIFICATION, THE ACCURACY AND COMPLETENESS OF ALL DATA AND INFORMATION AVAILABLE FROM PUBLIC SOURCES, AND NO REPRESENTATION OR WARRANTY IS MADE THAT ANY SUCH DATA OR INFORMATION IS ACCURATE. ELLIOTT MANAGEMENT RECOGNISES THAT THERE MAY BE CONFIDENTIAL OR OTHERWISE NON-PUBLIC INFORMATION WITH RESPECT TO THE COMPANY THAT COULD ALTER THE OPINIONS OF ELLIOTT MANAGEMENT WERE SUCH INFORMATION KNOWN. THIS DOCUMENT REFERS TO THE 92ND ORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY (THE "AGM"). NOTHING IN THIS DOCUMENT SEEKS ANY FORM OF AGREEMENT OR UNDERSTANDING FROM ANY RECIPIENT OF THIS DOCUMENT ABOUT VOTING IN RELATION TO ANY MATTER AT THE AGM OR THE EXERCISING OF SHAREHOLDERS' RIGHTS. YOU SHALL RETAIN AND EXERCISE DISCRETION TO VOTE IN ANY MANNER OR NOT TO VOTE AS DETERMINED BY YOU IN YOUR SOLE DISCRETION. THIS DOCUMENT IS NOT FOR OUR SOLICITATION OF YOUR PROXY IN CONNECTION WITH ANY MATTER AT THE AGM. NO REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS GIVEN AND NO RESPONSIBILITY OR LIABILITY OR DUTY OF CARE IS OR WILL BE ACCEPTED BY ELLIOTT MANAGEMENT OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR ADVISORS (EACH AN "ELLIOTT PERSON") CONCERNING: (I) THIS DOCUMENT AND ITS CONTENTS, INCLUDING WHETHER THE INFORMATION AND OPINIONS CONTAINED HEREIN ARE ACCURATE, FAIR, COMPLETE OR CURRENT; (II) THE PROVISION OF ANY FURTHER INFORMATION, WHETHER BY WAY OF UPDATE TO THE INFORMATION AND OPINIONS CONTAINED IN THIS DOCUMENT OR OTHERWISE TO THE RECIPIENT AFTER THE DATE OF THIS DOCUMENT; OR (III) THAT ELLIOTT MANAGEMENT'S INVESTMENT PROCESSES OR INVESTMENT OBJECTIVES WILL OR ARE LIKELY TO BE ACHIEVED OR SUCCESSFUL OR THAT ELLIOTT MANAGEMENT'S INVESTMENTS WILL MAKE ANY PROFIT OR WILL NOT SUSTAIN LOSSES. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF THE ELLIOTT PERSONS WILL BE RESPONSIBLE FOR ANY LOSSES, WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL, INCLUDING LOSS OF PROFITS, DAMAGES, COSTS, CLAIMS OR EXPENSES RELATING TO OR ARISING FROM THE RECIPIENT'S OR ANY PERSON'S RELIANCE ON THIS DOCUMENT. EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE INFORMATION AND OPINIONS INCLUDED IN THIS DOCUMENT CONSTITUTE FORWARD-LOOKING STATEMENTS, INCLUDING ESTIMATES AND PROJECTIONS PREPARED WITH RESPECT TO, AMONG OTHER THINGS, THE COMPANY'S ANTICIPATED OPERATING PERFORMANCE, THE VALUE OF THE COMPANY'S SECURITIES, DEBT OR ANY RELATED FINANCIAL INSTRUMENTS THAT ARE BASED UPON OR RELATE TO THE VALUE OF SECURITIES OF THE COMPANY (COLLECTIVELY, "COMPANY SECURITIES"), GENERAL ECONOMIC AND MARKET CONDITIONS AND OTHER FUTURE EVENTS. YOU SHOULD BE AWARE THAT ALL FORWARD-LOOKING STATEMENTS, ESTIMATES AND PROJECTIONS ARE INHERENTLY UNCERTAIN AND SUBJECT TO SIGNIFICANT ECONOMIC, COMPETITIVE, AND OTHER UNCERTAINTIES AND CONTINGENCIES AND HAVE BEEN INCLUDED SOLELY FOR ILLUSTRATIVE PURPOSES. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE INFORMATION CONTAINED HEREIN DUE TO REASONS THAT MAY OR MAY NOT BE FORESEEABLE. THERE CAN BE NO ASSURANCE THAT THE COMPANY SECURITIES WILL TRADE AT THE PRICES THAT MAY BE IMPLIED HEREIN, AND THERE CAN BE NO ASSURANCE THAT ANY ESTIMATE, PROJECTION OR ASSUMPTION HEREIN IS, OR WILL BE PROVEN, CORRECT. THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE (A) AN OFFER OR INVITATION TO BUY OR SELL, OR A SOLICITATION OF AN OFFER TO BUY OR SELL OR TO OTHERWISE ENGAGE IN ANY INVESTMENT BUSINESS OR PROVIDE OR RECEIVE ANY INVESTMENT SERVICES IN RESPECT OF, ANY SECURITY OR OTHER FINANCIAL INSTRUMENT AND NO LEGAL RELATIONS SHALL BE CREATED BY ITS ISSUE, (B) A "FINANCIAL PROMOTION" FOR THE PURPOSES OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 OF THE U.K. (AS AMENDED), (C) "INVESTMENT ADVICE" AS DEFINED BY THE FCA'S HANDBOOK OF RULES AND GUIDANCE ("FCA HANDBOOK"), (D) "INVESTMENT RESEARCH" AS DEFINED BY THE FCA HANDBOOK, (E) AN "INVESTMENT RECOMMENDATION" AS DEFINED BY REGULATION (EU) 596/2014 AND BY REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF U.K. DOMESTIC LAW BY VIRTUE OF SECTION 3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA 2018") INCLUDING AS AMENDED BY REGULATIONS ISSUED UNDER SECTION 8 OF EUWA 2018, (F) ANY ACTION CONSTITUTING "INVESTMENT ADVISORY BUSINESS" AS DEFINED IN ARTICLE 28, PARAGRAPH 3, ITEM 1 OF THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN (THE "FIEL"), (G) ANY ACTION CONSTITUTING "INVESTMENT MANAGEMENT BUSINESS" AS DEFINED IN ARTICLE 28, PARAGRAPH 4 OF THE FIEL, OR (H) FINANCIAL PROMOTION, INVESTMENT ADVICE OR AN INDUCEMENT OR ENCOURAGEMENT TO PARTICIPATE IN ANY PRODUCT, OFFERING OR INVESTMENT. NO INFORMATION CONTAINED HEREIN SHOULD BE CONSTRUED AS A RECOMMENDATION BY ELLIOTT MANAGEMENT. THIS DOCUMENT IS NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR AS SUGGESTING AN INVESTMENT STRATEGY. THIS DOCUMENT IS NOT (AND MAY NOT BE CONSTRUED TO BE) LEGAL, TAX, INVESTMENT, FINANCIAL OR OTHER ADVICE. EACH RECIPIENT SHOULD CONSULT THEIR OWN LEGAL COUNSEL AND TAX AND FINANCIAL ADVISERS AS TO LEGAL AND OTHER MATTERS CONCERNING THE INFORMATION CONTAINED HEREIN. THIS DOCUMENT DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL OF THE INFORMATION THAT MAY BE RELEVANT TO AN EVALUATION OF THE COMPANY, COMPANY SECURITIES OR THE MATTERS DESCRIBED HEREIN. NO AGREEMENT, COMMITMENT, UNDERSTANDING OR OTHER LEGAL RELATIONSHIP EXISTS OR MAY BE DEEMED TO EXIST BETWEEN OR AMONG ELLIOTT MANAGEMENT AND ANY OTHER PERSON BY VIRTUE OF FURNISHING THIS DOCUMENT. ELLIOTT MANAGEMENT IS NOT ACTING FOR OR ON BEHALF OF, AND IS NOT PROVIDING ANY ADVICE OR SERVICE TO, ANY RECIPIENT OF THIS DOCUMENT. ELLIOTT MANAGEMENT IS NOT RESPONSIBLE TO ANY PERSON FOR PROVIDING ADVICE IN RELATION TO THE SUBJECT MATTER OF THIS DOCUMENT. BEFORE DETERMINING ON ANY COURSE OF ACTION, ANY RECIPIENT SHOULD CONSIDER ANY ASSOCIATED RISKS AND CONSEQUENCES AND CONSULT WITH ITS OWN INDEPENDENT ADVISORS AS IT DEEMS NECESSARY. THE ELLIOTT FUNDS MAY HAVE A DIRECT OR INDIRECT INVESTMENT IN THE COMPANY. ELLIOTT MANAGEMENT THEREFORE HAS A FINANCIAL INTEREST IN THE PROFITABILITY OF THE ELLIOTT FUNDS' POSITIONS IN THE COMPANY. ACCORDINGLY, ELLIOTT MANAGEMENT MAY HAVE CONFLICTS OF INTEREST AND THIS DOCUMENT SHOULD NOT BE REGARDED AS IMPARTIAL. NOTHING IN THIS DOCUMENT SHOULD BE TAKEN AS ANY INDICATION OF ELLIOTT MANAGEMENT'S CURRENT OR FUTURE TRADING OR VOTING INTENTIONS WHICH MAY CHANGE AT ANY TIME. ELLIOTT MANAGEMENT RESERVES THE RIGHT TO CHANGE ITS VOTING INTENTION AT ANY TIME NOTWITHSTANDING ANY STATEMENTS IN THIS DOCUMENT. ELLIOTT MANAGEMENT INTENDS TO REVIEW ITS INVESTMENTS IN THE COMPANY ON A CONTINUING BASIS AND DEPENDING UPON VARIOUS FACTORS, INCLUDING WITHOUT LIMITATION, THE COMPANY'S FINANCIAL POSITION AND STRATEGIC DIRECTION, THE OUTCOME OF ANY DISCUSSIONS WITH THE COMPANY, OVERALL MARKET CONDITIONS, OTHER INVESTMENT OPPORTUNITIES AVAILABLE TO ELLIOTT MANAGEMENT, AND THE AVAILABILITY OF COMPANY SECURITIES AT PRICES THAT WOULD MAKE THE PURCHASE OR SALE OF COMPANY SECURITIES DESIRABLE, ELLIOTT MANAGEMENT MAY FROM TIME TO TIME (IN THE OPEN MARKET OR IN PRIVATE TRANSACTIONS, INCLUDING SINCE THE INCEPTION OF ELLIOTT MANAGEMENT'S POSITION) BUY, SELL, COVER, HEDGE OR OTHERWISE CHANGE THE FORM OR SUBSTANCE OF ANY OF ITS INVESTMENTS (INCLUDING COMPANY SECURITIES) TO ANY DEGREE IN ANY MANNER PERMITTED BY LAW AND EXPRESSLY DISCLAIMS ANY OBLIGATION TO NOTIFY OTHERS OF ANY SUCH CHANGES. ELLIOTT MANAGEMENT ALSO RESERVES THE RIGHT TO TAKE ANY ACTIONS WITH RESPECT TO ITS INVESTMENTS IN THE COMPANY AS IT MAY DEEM APPROPRIATE. ELLIOTT MANAGEMENT HAS NOT SOUGHT OR OBTAINED CONSENT FROM ANY THIRD PARTY TO USE ANY STATEMENTS OR INFORMATION CONTAINED HEREIN. ANY SUCH STATEMENTS OR INFORMATION SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD PARTY FOR THE VIEWS EXPRESSED HEREIN. ALL TRADEMARKS AND TRADE NAMES USED HEREIN ARE THE EXCLUSIVE PROPERTY OF THEIR RESPECTIVE OWNERS. 1 Defined by dividing share price by book value per share adjusted for the post-tax difference between market value of leasing properties and the book value of leasing properties as disclosed in Sumitomo Realty's yuho. 2 Sumitomo Realty ranks at the bottom of the TOPIX 100 on its ISS Governance Score, director independence ratio and its usage of independent board committees (e.g. nomination, remuneration and audit committees).

GreenPower Closes Third Tranche of Term Loan Offering
GreenPower Closes Third Tranche of Term Loan Offering

Cision Canada

time9 hours ago

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GreenPower Closes Third Tranche of Term Loan Offering

VANCOUVER, BC, June 8, 2025 /CNW/ -- GreenPower Motor Company Inc. (Nasdaq: GP) (TSXV: GPV) ("GreenPower" and the "Company"), a leading manufacturer and distributor of all-electric, purpose-built, zero-emission medium and heavy-duty vehicles serving the cargo and delivery market, shuttle and transit space and school bus sector, announces the closing of the third tranche of its previously announced secured term loan offering for an aggregate principal amount of U.S. $300,000 (collectively the " Loans"). Please refer to the Company's news release dated May 13, 2025 for more details regarding the term loan offering. In connection with the Loans, the Company entered into respective loan agreements with companies controlled by the CEO and a Director of the Company (the " Lenders"). Management anticipates that the Company will allocate the net proceeds from the Loans towards production costs, supplier payments, payroll and working capital. The Loans are secured with a general security agreement on the assets of the Company subordinated to all senior debt with financial and other institutions and will bear interest of 12% per annum commencing on the date of closing (the " Closing Date") to and including the date all of the Company's indebtedness pursuant to the Loans is paid in full. The term of the Loans will be two years from the Closing Date. As an inducement for the Loan, the Company issued 340,909 non-transferable share purchase warrants (each, a " Loan Bonus Warrant") to one of the Lenders. Each Loan Bonus Warrant entitles the holder to purchase one common share of the Company (each, a " Share") at an exercise price of U.S. $0.44 per Share for a period of twenty-four (24) months from the closing date of the Loan. In addition, one Lender will be issued an aggregate of 68,181 Shares (each a " Loan Bonus Share"). The Lenders are each considered to be a "related party" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (" MI 61-101") and each of the Loans and issuance of Loan Bonus Warrants and Loan Bonus Shares, as applicable, is considered to be a "related party transaction" within the meaning of MI 61-101 but each is exempt from the formal valuation requirement and minority approval requirements of MI 61-101 by virtue of the exemptions contained in section 5.5(a) and 5.7(a) as the fair market value, in each case, of the Loans, the Loan Bonus Warrants, and the Loan Bonus Shares, as applicable, is not more than 25% of the Company's market capitalization. All securities issued in connection with the Loans will be subject to a statutory hold period of four months plus a day from the closing of the Initial Loan in accordance with applicable securities legislation. For further information contact: Fraser Atkinson, CEO (604) 220-8048 Brendan Riley, President (510) 910-3377 Michael Sieffert, CFO (604) 563-4144 About GreenPower Motor Company Inc. GreenPower designs, builds and distributes a full suite of high-floor and low-floor all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, cargo van and a cab and chassis. GreenPower employs a clean-sheet design to manufacture all-electric vehicles that are purpose built to be battery powered with zero emissions while integrating global suppliers for key components. This OEM platform allows GreenPower to meet the specifications of various operators while providing standard parts for ease of maintenance and accessibility for warranty requirements. GreenPower was founded in Vancouver, Canada with primary operational facilities in southern California. Listed on the Toronto exchange since November 2015, GreenPower completed its U.S. IPO and NASDAQ listing in August 2020. For further information go to Forward-Looking Statements This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "upon", "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the use of proceeds of the Loan. Although the Company believes that and the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including that the proceeds of the Loan may not be used as stated in this news release, and those additional risks set out in the Company's public documents filed on SEDAR+ at and with the United States Securities and Exchange Commission filed on EDGAR at Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. ©2025 GreenPower Motor Company Inc. All rights reserved.

Northern Shield Grants Stock Options
Northern Shield Grants Stock Options

Cision Canada

time2 days ago

  • Cision Canada

Northern Shield Grants Stock Options

OTTAWA, ON, June 6, 2025 /CNW/ - Northern Shield Resources Inc. (" Northern Shield" or the " Company") (TSXV: NRN) announces that it has granted options to acquire a total of 2,220,000 common shares in the capital of the Company (" Common Shares") to its directors and officers and a further 210,000 to employees and consultants pursuant to its shareholder approved stock option plan (the " Stock Option Plan"). Each option entitles the holder to acquire one Common Share at an exercise price of $0.12 per Common Share until June 6, 2030. Following such grant, Northern Shield now has outstanding under its Stock Option Plan, options to acquire Common Shares equal to just under 8% of Northern Shield's currently outstanding Common Shares. About Northern Shield Resources Northern Shield Resources Inc. is a Canadian-based company known as a leader in generating high-quality exploration targets that views greenfield exploration as an opportunity to find a mineable deposit, near surface, and at relatively low cost. We implement a model driven exploration approach to reduce the risk associated with early-stage projects for ourselves, our shareholders, and the environment. This approach led us to option the Root & Cellar Property from a Newfoundland prospector, who discovered the mineralization, and then its advancement to a large gold-silver-tellurium system. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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