Sherritt Debtholder and Shareholder Meetings on April 9 will be Held Virtually
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Sherritt Debtholder and Shareholder Meetings on April 9 will be Held
Virtually
Toronto, ON, March 24, 2020 - Sherritt International Corporation (“ Sherritt” or the
“Corporation”) (TSX:S) announced today that in connection with the Corporation’s proposed
transaction announced on February 26, 2020 (the “Transaction”) to be implemented pursuant to
a corporate plan of arrangement (“ Plan of Arrangement ”) under the Canada Business
Corporations Act (the “CBCA”) it will now hold the meeting of debtholders (the “ Debtholders’
Meeting”) and the meeting of shareholders (the “Shareholders’ Meeting”, and together with the
Debtholders’ Meeting, the “Meetings”) in connection with the Transaction in a virtual only format
whereby such parties may attend and participate in the Meetings via live audio webcast.
The move to a virtual meeting format has been necessitated by the unprecedented impact of
COVID-19 and the need to ensure the health and welfare of our securityholders, employees and
other stakeholders. As previously announced, the Debtholders’ Meeting will be held on April 9,
2020 at 10:00 a.m., and the Shareholders’ Meeting will be held on April 9, 2020 at 10:30 a.m. See
“Virtual Meetings” below for further information regarding the Meetings and instructions for
Debtholders and Shareholders who wish to attend and/or vote at the applicable Meeting. The
steps for voting by proxy in advance of the Meetings remain a s set forth in the Corporation’s
Information Circular (as defined below).
The Transaction, which is further described in the Corporation’s February 26, 2020
announcement and the Information Circular, will improve Sherritt’s capital structure and liquidity
and deliver a number of benefits to stakeholders . Sherritt believes that deleveraging the
Corporation at this time and improving its overall capital structure and liquidity are critical to put
Sherritt in a better position to , among other things, withstand challenges relating to exposure to
volatile commodity prices and overall challenging geopolitical and market conditions . Sherritt
believes that the Transaction is in the best interests of the Corporation and its stakeholders and
the best available transaction in the circumstances.
The Corporation believes that based on its available options and alternatives, the Transaction is
fair and reasonable to all stakeholders, and treats affected parties in a fair and balanced way
considering all of the current circumstances. The Corporation and its board of directors encourage
all affected Debtholders (as defined below) to vote in favour of the Transaction.
The aggregate principal amount of debt held by Debtholders entitled to vote on the Plan of
Arrangement as one class at the Debtholders’ Meeting is approximately $ 733 million . The
required threshold for approving the Plan of Arrangement at the Debtholders’ Meeting is the
affirmative vote of at least 66 2/3% of the votes cast by Debtholders at the Debtholders’ Meeting
and entitled to vote on the Plan of Arrangement.
Should the Transaction not be implemented pursuant to the Plan of Arrangement, the Corporation
will continue to review its available strategic alternatives and other potential transactions,
including the use of its $230 million secured debt basket under its current notes indenture .
Alternative transactions available to the Corporation could disproportionately benefit holders of
certain series of Existing Notes (as defined below) and increase the risk in respect of payment or
recovery to holders of other series of Existing Notes.
Noteholders are also reminded of the previously announced early consent date (the “ Early
Consent Date”) of March 27, 2020. In order for a Noteholder to be eligible to receive early consent
cash consideration in an amount equal to 3% of the principal amount of the Existing Notes voted
in favour of the Plan of Arrangement by the Early Consent Date and held by such Noteholder on
the implementation date of the P lan of Arrangement (the “ Noteholder Early Consent Cash
Consideration”) as additional consideration for the exchange of its Existing Notes pursuant to
the Plan of Arrangement, such Noteholder must vote in favour of the Plan of Arrangement and
elect to receive Noteholder Early Consent Cash Consideration by 5:00 p.m. (Toronto time) on the
Early Consent Date of March 27, 2020 (the “Early Consent Deadline”), as such date may be
extended by Sherritt, and otherwise comply with the terms of the Plan of Arrangement.
Noteholders who wish to ap point a proxyholder (other than the individuals designated by the
Corporation on the Noteholder VIEF (as defined below)) to vote at the Debtholders’ Meeting, will
not have their voting instructions executed or tabulated until the Debtholders’ Meeting.
Accordingly, the voting instructions of such Noteholders will not have been properly delivered
prior to the Early Consent Deadline and such Noteholders will NOT be eligible to receive
Noteholder Early Consent Cash Consideration. Noteholders should review the Information
Circular in detail for additional information.
Debtholders and Shareh olders with questions about the Transaction, the virtual Meetings, or
voting at the applicable Meeting may also contact Kingsdale Advisors, the Corp oration’s proxy,
information and exchange agent (the “Proxy, Information and Exchange Agent”), by telephone
at 1-800-749-9197 or 416-867-2272, or by email at [email protected].
Virtual Meetings
As further described in the Corporation’s management information circular dated March 6, 2020
(the “ Information Circular ”), (i) the Debtholders’ Meeting is being held for Debtholders to
consider and vote upon a resolution to approve the Plan of Arrangement to implement the
Transaction (the “Debtholders’ Arrangement Resolution”), and (ii) the Shareholders ’ Meeting
is being held for Shareholders to consider and vote upon a resolution to approve Sherritt’s
reduction of the stated capital of its common shares (the “ Stated Capital Reduction”), which is
a preliminary step to the implementation of the Transaction.
“Debtholders” means, collectively, (a) holders (the “ Noteholders”) of the Corporation’s
outstanding (i) 8.00% senior unsecured debentures due 2021, ( ii) 7.50% senior unsecured
debentures due 2023, and ( iii) 7.875% senior unsecured notes due 2025 (collectively, the
“Existing Notes”), and (b) holders of the Corporation’s Ambatovy Joint Venture partner loans (the
“CFA Lenders”). “Shareholders” means the holders of the Corporation’s common shares.
The Meetings were previously scheduled to be held at the offices of Goodmans LLP. In light of
recent and ongoing developments regarding COVID -19 and the related advisories and
recommendations of the federal and provincial governments and of the Public Health Agency of
Canada (including at https://www.canada.ca/en/public-health/services/diseases/coronavirus-
disease-covid-19.html), and to mitigate potential health and safety risks in connection with holding
the Meetings in person, Sherritt will now hold its Meetings in a virtual only format, which will be
conducted via live audio webcast. The change to a virtual format will not impact the ability of
Debtholders or Shareholders to vote in advance of the ir respective Meeting. Debtholders and
Shareholders who wish to vote at the applicable Meeting or wish to appoint a proxyholder other
than an individual designated by Sherritt must follow the instructions set out in this news release.
All Debtholders and Shareholders who wish to participate in their respective Meeting, regardless
of geographic location, will have an equal opportunity to participate at their respective Meeting by
following the instructions set out in this news release. Debtholders and Shareholders will no longer
be able to attend the Debtholders’ Meeting or the Shareholders’ Meeting, respectively, in person.
How to Vote Before the Meeting and Voting Deadline
The deadline for Debtholders and Shareholders as of the record date of March 6, 2020 (the
“Record Date”) to submit their proxies or voting instructions in order to vote by proxy on the items
to be considered at the applicable Meeting is 5:00 p.m. (Toronto time) on April 7, 2020 (the
“Voting Deadline”).
Sherritt has designated the individuals named on the proxy, voting information and/or election
forms previously distributed to Debtholders and Shareholders, as applicable, as persons whom a
Debtholder or Shareholder may appoint as their proxyholders for the applicable Meeting . The
individuals named in th e proxy, voting information and/or election forms are directors and/or
officers of the Corporation. If a Debtholder or Shareholder wishes to appoint an individual not
named on the relevant proxy, voting information and/or election form (including himself or herself)
to represent such Debtholder or Shareholder at the applicable Meeting that the Debtholder or
Shareholder is entitled to attend, such Debtholder or Shareholder must follow the instructions set
out below under “How to Appoint a Proxyholder”.
Before the Debtholders’ Meeting, Noteholders as of the Record Date, or those who have acquired
beneficial ownership of Existing Notes prior to the Voting Deadline (or such earlier date as their
bank, broker or other intermediary (collectively, “ Intermediaries”) may advise) , may vote in
accordance with the instructions provided on the Noteholder voting information and election form
(the “Noteholder VIEF”). In order to cast a vote at the Debtholders’ Meeting by proxy, beneficial
Noteholders must submit to their respective Intermediaries by the Voting Deadline, or such earlier
deadline as their Intermediary may advise, their duly completed Noteholder VIEF (or such other
documentation or information as the ir Intermediary may customarily request for purposes of
obtaining voting and election instructions) in accordance with the instructions set forth in the
Noteholder VIEF and any instructions provided by the Intermediary or the Proxy, Information and
Exchange Agent, as applicable.
As described in the Information Circular, beneficial Noteholders shall be deemed to transfer their
rights to vote on the Debtholders’ Arrangement Resolution and attend the Debtholders’ Meeting
associated with their Existing Notes upon the transfer of their beneficial ownership of such
Existing Notes to any transferee of such Existing Notes on or prior to the Voting Deadline, or such
earlier date as their Intermediary may advise.
Before the Debtholders’ Meeting, CFA Lenders as of the Record Date may vote in accordance
with the instructions provided on the CFA Lender proxy, voting and election form. In order to cast
a vote at the Debtholders’ Meeting by proxy, CFA Lenders must submit to the Proxy, Information
and Exchange Agent, by the Voting Deadline, their duly completed CFA Lender proxy, voting and
election form in accordance with the instructions set forth in such form. CFA Lenders must also
submit their election for consideration under the Plan of Arrangement by the Voting Deadline (as
described further in CFA Lender proxy, voting and election form and the Information Circular).
Before the Shareholders’ Meeting, registered and non-registered Shareholders may vote in
accordance with the instructions provided on the Shareholder proxy or voting instruction form, as
applicable, using one of the available methods described therein. Registered Shareholders may
submit their proxy to AST Trust Company (Canada) (the “ Transfer Agent”) in accordance with
the details provided in the Information Circular. In order to be effective, Shareholder proxies or
voting instruction forms, as applicable, must be received by the Transfer Agent prior to the Voting
Deadline.
Intermediaries that hold Existing Notes or common shares of Sherritt on a securityholder’s behalf
may have internal deadlines that require such securityholders to submit their votes by an earlier
date in advance of the Early Consent Date and/or Voting Deadline, as applicable, and may have
internal requirements for the submission of voting instructions. Such securityholders are
encouraged to contact their Intermediaries directly to confirm any such internal deadlines or voting
instruction requirements.
Debtholders and Shareholders should refer to the Information Circular, which has been
mailed to Debtholders and Shareholders and is also available on SEDAR (www.sedar.com)
and Sherritt’s website (www.sherritt.com), for additional information and instructions with
respect to the process for submitting voting and election instructions and eligibility for
Noteholder Early Consent Cash Consideration, as appl icable. Debtholders and
Shareholders with any questions are also encouraged to contact Kingsdale Advisors, the
Corporation’s Proxy, Information and Exchange Agent, at the contact information provided
in this news release.
Entitlement to Attend and Vote at the Virtual Meetings
As discussed above, Debtholders and Shareholders may vote by proxy in advance of the
applicable Meeting by following the instructions on the proxy, voting information and/or election
forms previously distributed to Debtholders and Shareholders, as applicable. Such Debtholders
and Shareholders, along with all other non -registered Shareholders (who hold their common
shares through an Intermediary), Noteholders and CFA Lenders who have not duly appointed
themselves as their own representa tives for the applicable Meeting will be able to attend such
Meeting as guests and submit questions in writing. Guests of a Meeting will not be able to vote at
such Meeting.
Debtholders as of the Record Date, or those Noteholders who have acquired beneficial ownership
of Existing Notes prior to the Voting Deadline (or such earlier date as their Intermediaries may
advise), that in each case have duly appointed themselves as their proxyholder, or their duly
appointed proxyholders, will be entitled to attend t he Debtholders’ Meeting, submit questions in
writing and vote on the Debtholders’ Arrangement Resolution, all in real time, online at
https://web.lumiagm.com/126234638.
Registered Shareholders as of the Record Date or their duly appointed proxyholders, and non -
registered Shareholders (who hold their common shares through an Intermediary) that have duly
appointed themselves as their proxyholder, or their duly appointed proxyholders, will be entitled
to attend the Shareholders’ Meeting, submit questions in writing and vote on the Stated Capital
Reduction, all in real time, online at https://web.lumiagm.com/112162996.
See also “How to Attend the Virtual Only Meetings” below for additional information.
How to Vote at the Meetings
Debtholders
Noteholders and CFA Lenders who wish to vote or have a proxyholder vote on their behalf at the
Debtholders’ Meeting may do so by logging in, or having such proxyholder log in, as applicable,
to the Debtholders’ Meeting using the control number to be obtained by contacting the Proxy,
Information and Exchange Agent and voting by completing an online ballot, as further described
below under “How to Attend the Virtual Only Meeting”. If you are a Noteholder or CFA Lender and
wish to vote at the Debtholders’ Meeting, or have a proxyholder do so on your behalf, you MUST
insert your own name or the name of your proxyholder, as applicable, in the space provided on
your applicable vot ing instruction and election form (or in the case of a beneficial Noteholder,
provide such other documentation or information as may be required by your Intermediary) and
follow any other instructions provided by your Intermediary or the Proxy, Information and
Exchange Agent as applicable. You MUST ALSO register yourself as your proxyholder, or have
your chosen proxyholder register themselves, as applicable, as described below under “How to
Appoint a Proxyholder”. By doing so, you are instructing your Int ermediary or the Proxy,
Information and Exchange Agent , as applicable, to appoint you or another person as your
proxyholder. It is important that you comply with the signature and return instructions provided by
your Intermediary or the Proxy, Information and Exchange Agent, as applicable. All appointments
must be received by the Proxy, Information and Exchange Agent prior to the Voting Deadline of
5:00 p.m. on April 7, 2020.
Noteholders and CFA Lenders who wish to vote at the Debtholders’ Meeting and have not duly
appointed themselves as proxyholder, as described below under “How to Appoint a Proxyholder”,
will not be able to obtain a control number and will not be able to vote at the Debtholders’ Meeting
but will be able to attend the Debtholders’ Meeting as guests.
Noteholders who wish to appoint a proxyholder (other than the individuals designated by
the Corporation on the Noteholder VIEF) to vote at the Debtholders’ Meeting, will not have
their voting instructions executed or tabulated until the Debtholders’ Meeting.
Accordingly, the voting instructions of such Noteholders will not have been properly
delivered prior to the Early Consent Deadline and such Noteholders will NOT be eligible to
receive Noteholder Early Consent Cash Consideration even if such Noteholder s vote in
favour of the Debtholders’ Arrangement Resolution.
Shareholders
Registered Shareholders who wish to vote at the Shareholders’ Meeting may do so by logging in
to the Shareholders’ Meeting using the individual control number included on the Shareholder
form of proxy distributed to each such registered Shareholder and voting by completing an online
ballot, as further describe d below under “How to Attend the Virtual Only Meeting”. Registered
Shareholders who have voted prior to the Shareholders’ Meeting need not vote at the
Shareholders’ Meeting to have such vote counted.
Non-registered Shareholders who wish to vote at the Shareholders’ Meeting, or either registered
or non-registered Shareholders wishing to have a proxyholder vote on their behalf, may do so by
logging in, or having such proxyholder log in, as applicable, to the Shareholders’ Meeting using
the control number to be obtained by contacting the Transfer Agent and voting by completing an
online ballot, as further described below under “How to Attend the Virtual Only Meeting”. If you
are a non-registered Shareholder and wish to vote at the Shareholders’ Meeting, or if you are a
non-registered or registered Shareholder and wish to have a proxyholder do so on your behalf,
you MUST insert your own name or the name of your proxyholder, as applicable, in the space
provided on the form of proxy or voting instruction form sent to you by your Intermediary or the
Transfer Agent, as applicable, and follow all of the instructions provided by your Intermediary or
the Transfer Agent, as applicable . If you are a non -registered Shareholder, y ou MUST ALSO
register yourself as your proxy holder, or if you are a non -registered or registered Shareholder,
have your chosen proxyholder register themselves, as applicable, as described below under “How
to Appoint a Proxyholder”. By doing so, you are instructing your Intermediary or the Transfer
Agent, as applicable, to appoint you or another person , as applicable, as your proxyholder. It is
important that you comply with the signature and return instructions provided by your Intermediary
or the Transfer Agent, as applicable . All appointments must be received by the Transfer Agent
with sufficient time in advance of the Voting Deadline of 5:00 p.m. on April 7, 2020 in order for
Shareholders or their proxyholders, as applicable, to also telephone the Transfer Agent to register
and obtain a control number for the Shareholders’ Meeting prior to the Voting Deadline (see “How
to Appoint a Proxyholder” below).
Non-registered Shareholders who have not duly appointed themselves as proxyholder, as
described below under “How to Appoint a Proxyholder”, will not be able to obtain a control number
and will not be able to vote at the Shareholders’ Meeting but will be able to attend the
Shareholders’ Meeting as guests.
How to Appoint a Proxyholder
Sherritt has designated the individuals named on the proxy, voting information and/or election
forms previously distributed to Debtholders and Shareholders, as applicable, as persons whom a
Debtholder or Shareholder may appoint as their proxyholders at the applicable Meeting . The
individuals named in the proxy, vot ing information and/or election forms are directors and/or
officers of the Corporation. The following applies to Debtholders and Shareholders who wish to
appoint a person other than the individuals designated by the Corporation in the relevant proxy,
voting information and/or election form, including Debtholders and Shareholders who wish to
appoint themselves as proxyholder (each, a "third party proxyholder") to attend, participate or
vote at the applicable Meeting.
Debtholders
Debtholders who wish to appoint a third party proxyholder (including Noteholders and CFA
Lenders who wish to appoint themselves) to attend, participate and vote at the Debtholders’
Meeting as their proxyholder must follow the steps below. Failure to do so will result in such
proxyholder not receiving a control number that is required to vote at the Debtholders’
Meeting and only being able to attend as a guest.
Step 1: Submit your Noteholder VIEF or CFA Lender proxy, voting and election
form, as applicable. To appoint a third party proxyholder, insert that person’s name in
the blank space provided in the Noteholder VIEF or CFA Lender proxy, voting and
election form, as applicable (or in the case of a beneficial Noteholder, provide such other
documentation or information as may be required by your Intermediary) , and follow the
instructions for submitting such form to you Intermediary or the Proxy, Information and
Exchange Agent, as applicable, prior to the Voting Deadline. The Noteholder VIEF must
include a medallion guarantee from your Intermediary as of April 7, 2020, to verify the
principal amount of Existing Notes held, underlying your voting entitlement as at April 7,
2020. Therefore, a Noteholder VIEF appointing a third party proxyholder must be
sent to t he Proxy, Information and Exchange Agent only on April 7, 2020, and
before 5:00 PM (Toronto time) on April 7, 2020. The Noteholder VIEF can be sent to
the Proxy, Information and Exchange Agent via email (provided that the Noteholder VIEF
has been scanned i n colour and is clearly legible). This must be completed before
contacting the Proxy, Information and Exchange Agent for a control number, which is an
additional step to be completed by the third party proxyholder once you have submitted
your Noteholder VIEF or CFA Lender proxy, voting and election form, as applicable.
Step 2: Registration of proxyholder and obtaining a control number. Your third party
proxyholder must telephone the Proxy, Information and Exchange Agent at 1-800-749-
9197 or 416-867-2272 to obtain a control number via telephone or email, which will serve
as their login credentials at the virtual Debtholders’ Meeting. If you are a Noteholder, this
must occur after the Voting Deadline and prior to the Debtholders’ Meeting . If you
are a CFA Lender, this must occur at any time following the submission of your duly
completed CFA Lender proxy, voting and election form and prior to the
Debtholders’ Meeting. Without a control number, proxyholders will not be able to vote
at the Debtholders’ Meeting but will be able to participate as a guest.
Noteholders and CFA Lenders wishing to appoint a third party proxyholder are strongly advised
to contact the Proxy, Information and Exchange Agent for information and assistance with the
above process.
Shareholders
Shareholders who wish to appoint a third party proxyholder (including non -registered
Shareholders who wish to appoint themselves) to attend, participate and vote at the Shareholders’
Meeting as their proxyholder and vote their common shares must follow the steps below. Failure
to do so will result in such proxyholder not receiving a control number that is required to
vote at the Shareholders’ Meeting and only being able to attend as a guest.
Step 1: Submit your form of proxy or voting instruction form: To appoint a third party
proxyholder, insert that person’s name in the blank space provided in the form of proxy
or voting instruction form and follow the instructions for submitting such form to the
Transfer Agent prior to the Voting Deadline. This must be co mpleted before registering
such proxyholder, which is an additional step to be completed by the third party
proxyholder once you have submitted your form of proxy or voting instruction form.
Step 2: Registration of proxyholder and obtaining control number: Your third party
proxyholder must telephone the Transfer Agent at 1-866-751-6315 (within North
America) or 1 -212-235-5754 (outside of North America) by no later than 5:00 p.m.
(Toronto time) on the Voting Deadline to receive a control number via e-mail, which
will be required to log in to the Shareholders’ Meeting. Without a control number,
proxyholders will not be able to vote at the Shareholders’ Meeting but will be able to
participate as a guest.
If you are a non-registered Shareholder located in the United States and you wish to vote at the
meeting or appoint a third party as your proxyholder you must first obtain a valid legal proxy from
your Intermediary and then you must register with the Transfer Agent. First, follow the instructions
from your Intermediary to request a legal proxy form. After obtaining a valid legal proxy from your
Intermediary, to then register yourself or your proxyholder to vote at the Shareholders’ Meeting,
you must submit a copy of your duly completed legal proxy to the Transfer Agent. Legal proxies
should be returned by mail to AST Trust Company (Canada), Attention: Proxy Department, P.O.
Box 721, Agincourt, Ontario M1S 0A1 and must be labeled “Legal Proxy”. In addition, you or your
proxyholder MUST ALSO contact AST at 1-866-751-6315 (within North America) or 1 (212) 235-
5754 (outside of North America) by no later than the Voting Deadline of 5:00 p.m. (Toronto
time) on April 7, 2020 to receive a control number via e-mail. Failing to complete the foregoing
steps will result in you or your proxyholder, as applicable, not receiving a control number, which
is required to vote at the meeting. Without a control number you will only be able to log in to the
meeting as a guest and will not be able to vote.
How to Attend the Virtual Only Meetings
Attending the Debtholders’ Meeting or the Shareholders’ Meeting online enables registered
Shareholders or their duly appointed proxyholders, and Noteholders, CFA Lenders and non -
registered Shareholders who have duly appointed themselves as proxyh older, or their duly
appointed proxyholders, to participate at, submit questions in writing and vote at the applicable
Meeting, all in real time.
Guests, including Noteholders, CFA Lenders and non-registered Shareholders who have not duly
appointed a third party proxyholder, can log in to the applicable Meeting as set out below. Guests
can listen to the applicable Meeting and submit questions in writing, but are not able to vote at
such Meeting.
Debtholders can log in online to the Debtholders’ Meeting at
https://web.lumiagm.com/126234638 and Shareholders can log in online to the
Shareholders’ Meeting at https://web.lumiagm.com/112162996. We recommend that
you log in at least one hour before the applicable Meeting starts.
Click “Login” and then enter your control number and Password “Sherritt2020” (case
sensitive).
OR
Click “Guest” and then complete the online form.
Registered Shareholders: The control number located on your form of proxy is your control
number.
Registered Shareholders appointing a third party proxyholder, non-Registered
Shareholders and Debtholders: A control number to vote at the applicable Meeting can be
obtained by following the instructions described in “How to Appoint a Proxyholder” above.
If you attend a Meeting online, it is important that you are connected to the internet at all times
during the applicable Meeting in order to vote when balloting commences. It is your responsibility
to ensure connectivity for the duration of the applicable Meeting. You should allow ample time to
check into the applicable Meeting online and complete the related procedure.