Postmedia Network Canada Corp. (“PNCC” or the “Company”), Andrew MacLeod and Gillian Akai today announced that Mr. MacLeod and Ms. Akai have each exercised 110,965 Restricted Share Units (“RSUs”) and will each receive 110,965 class C voting shares in the capital of the Company (“Voting Shares”) as a result of such exercises.
Mr. MacLeod is the current President and Chief Executive Officer and a director of the Company. Ms. Akai is the current Executive Vice President, Chief Administrative Officer and General Counsel of the Company. The RSUs were granted to Mr. MacLeod and Ms. Akai in 2018 as part of their long-term incentive compensation pursuant to and in accordance with the Company’s Restricted Share Unit Plan.
After giving effect to the RSU exercises and receipt of Voting Shares upon such exercises described above: (a) Mr. MacLeod would own or control, directly or indirectly (i) 110,965 Voting Shares (representing approximately 37.9%of the outstanding Voting Shares) and (ii) voting securities of the Company representing approximately 19.0% of the votes attaching to all classes of outstanding shares of the Company; and (b) Ms. Akai would own or control, directly or indirectly (i) 110,965Voting Shares (representing approximately 37.9%of the outstanding Voting Shares) and (ii) voting securities of the Company representing approximately 19.0% of the votes attaching to all classes of outstanding shares of the Company.
Each of Mr. MacLeod and Ms. Akai will own the Voting Shares for investment purposes and may increase or decrease his or her investment in these or other securities of the Company, subject to any contractual restrictions.
In connection with the RSU exercises described above, the Company entered into negative voting agreements (the “Negative Voting Agreements”) with each of Mr. MacLeod and Ms. Akai in respect of the RSUs and the Voting Shares to be received by Mr. MacLeod and Ms. Akai pursuant to the RSU exercises. The Negative Voting Agreements contain, among other provisions, a negative voting covenant on the part of Mr. MacLeod and Ms. Akai, as well as share transfer restrictions for a minimum of seven years, a covenant to convert the Voting Shares into Class NC variable voting shares in the capital of the Company (“Variable Voting Shares”) upon notice by the Company’s board of directors (the “Board”) and a standstill provision.
Prior to the exercise, the Board waived the requirement that the RSU holder not receive Variable Voting Shares on exercise of such RSUs, which requirement was previously imposed by the Board.
This press release is being issued by Mr. MacLeod and Ms. Akai pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. Early warning reports regarding the exercises of the RSUs and receipt of Voting Shares by Mr. MacLeod and Ms. Akai will be filed on SEDAR+ at www.sedarplus.ca under PNCC’s issuer profile. To obtain a copy of the early warning reports filed by Mr. MacLeod and Ms. Akai, please contact John Bode at (647) 273-9287 or refer to the Company’s SEDAR+ profile. Mr. MacLeod and Ms. Akai can be contacted at 365 Bloor Street East, Toronto, Ontario, M4W 3L4.
Additional Information
Additional information, including financial statements and management’s discussion and analysis can be found on the Company’s website or on SEDAR.
About Postmedia Network Canada Corp.
Postmedia Network Canada Corp. (TSX:PNC.A, PNC.B) is the holding company that owns Postmedia Network Inc., a Canadian newsmedia company representing more than 130 brands across multiple print, online, and mobile platforms. Award-winning journalists and innovative product development teams bring engaging content to millions of people every week whenever and wherever they want it. This exceptional content, reach and scope offers advertisers and marketers compelling solutions to effectively reach target audiences Our expertise in home delivery and expanding distribution network powers Postmedia Parcel Services. For more information, visit www.postmedia.com, www.postmediasolutions.com and www.postmediaparcelservices.com.
The Company’s head office is located at 365 Bloor Street East, Toronto, Ontario, M4W 3L4.
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