Smart Employee Benefits Inc. (fka SEBFF)

[Louied91]

$SEBFF Smart Employee Benefits Announces Filing of Information Circular for Annual Meeting of Shareholders

https://www.globenewswire.com/news-release/2022/05/04/2435397/0/en/Smart-Employee-Benefits-Announces-Filing-of-Information-Circular-for-Annual-Meeting-of-Shareholders.html

MISSISSAUGA, Ontario, May 04, 2022 (GLOBE NEWSWIRE) -- Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSXV: SEB) (OTCQB: SEBFF), an Insurtech provider of cloud based, end-to-end IT and Benefit Processing solutions for the life and group benefits marketplace and government, is pleased to announce that the Company’s annual meeting of shareholders (the “Meeting”) is scheduled to be held virtually on May 31, 2022 at 4:00 p.m. (Toronto time) and that it has filed its Meeting materials in connection thereto. The record date has been set as April 25, 2022 to determine the shareholders entitled to receive notice of and vote at the Meeting. Further details concerning the virtual Meeting are included in the management information circular dated April 27, 2022 (the “Circular”) that has been filed under the Company’s profile at www.sedar.com and mailed to shareholders.

As part of the Meeting, SEB will be seeking shareholder approval to effect a consolidation of the Company's issued and outstanding common shares at a ratio to be determined by the directors of the Company, on a one (1) for up to ten (10) basis, such that up to every ten (10) issued and outstanding pre-consolidation common shares are consolidated into one (1) post-consolidation common share (the “Consolidation”), as more particularly described in the Circular. The Company has decided to seek shareholder approval for the Consolidation in order to enhance the marketability of the Company’s common shares as well as increase the Company’s flexibility with respect to potential business transactions, including financings. If the Consolidation is approved by shareholders and the Company’s board of directors decides to proceed with the Consolidation, the number of common shares will be reduced from 171,227,700 (as of the date of the Circular) to approximately 17,122,770 (assuming a one for ten Consolidation ratio).

The Consolidation is subject to shareholder approval by not less than two-thirds of the votes cast by shareholders entitled to vote at the Meeting, as well as TSX Venture Exchange approval. The Company is not expected to change its name or trading symbol in conjunction with the Consolidation. For clarity, the Company will not be proceeding on the basis of the one for five share consolidation that was previously approved by shareholders at last year’s annual meeting.

Assuming the Consolidation is approved at the Meeting, registered shareholders are advised not to mail in the certificate(s) representing their common shares until they receive a letter of transmittal and confirmation from the Company by way of news release that the board of directors of the Company has decided to implement the Consolidation.