Toronto, Ontario, (June 1, 2020) – Horizon North Logistics Inc. (“Horizon North” or the “Corporation”) (TSX: HNL.TO) announced today that at the request of the Corporation, its former auditor, KPMG LLP (“Former Auditor”), has resigned effective June 1, 2020 and PricewaterhouseCoopers LLP (“Successor Auditor”) has been appointed as the successor auditor, effective the same day until the Corporation’s next annual meeting of shareholders to be held on July 10, 2020 (the “Meeting”). The resignation of the Former Auditor and appointment of the Successor Auditor have been considered and approved by the Corporation’s Board of Directors (the “Board”).
In accordance with 51-102 – Continuous Disclosure Obligations (“NI 51-102”), the Notice of Change of Auditor, together with the required letters from the Former Auditor and the Successor Auditor, have been reviewed by the Board and filed under Horizon North’s profile on SEDAR at www.sedar.com. There were no reportable events, including disagreements, consultations or unresolved issues, within the meaning of NI 51-102.
Adoption of Amended and Restated By-Laws
Concurrently, Horizon North announced the adoption by its Board effective June 1, 2020 of the amended and restated by-laws of the Corporation (the “Amended and Restated By-Laws”). The Amended and Restated By-Laws were approved to reflect recent developments and shareholder expectations as to good corporate governance. The updates provide the Chair of Board with a casting vote in the event of an equality of votes on any matters to be decided on by the Board and include advance notice provisions (“Advance Notice Provisions”) setting out a framework for the advance notice of nomination of directors by shareholders of Horizon North. Among other things, the Advance Notice Provisions fix deadlines by which shareholders must submit a notice of director nominations to Horizon North prior to any annual or special meeting of shareholders where directors are to be elected and set out the information that a shareholder must include in the notice in order for it to be valid.
The Advance Notice Provisions provide a clear process for shareholders to follow for director nominations and set out a reasonable time frame for the submissions of nominees and the accompanying information. The Advance Notice Provisions are similar to advance notice by-laws adopted by other Canadian public companies and will help to ensure that all shareholders receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their votes in an informed manner.
In the case of an annual meeting of shareholders (including an annual and special meeting), notice to the Corporation must be given not less than 30 or more than 50 days prior to the date of the annual meeting. In the event that the annual meeting (or annual and special meeting as the case may be) 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 10th day following such public announcement. Accordingly, for the upcoming Meeting, notices of nomination from shareholders will be deemed timely if received on or prior to June 4, 2020.
The Amended and Restated By-Laws, including the Advance Notice Provisions, are effective immediately and will be submitted to shareholders for confirmation and ratification at the Meeting. The provisions of the Amended and Restated Bylaws are subject to the terms of the Investor Rights Agreement entered into on May 29, 2020 among the Corporation and 9477179 Canada Inc. and any affiliate thereof that, from time to time becomes a shareholder of the Corporation, in connection with the Dexterra transaction. The Investor Rights Agreement, a copy of which is available under the Corporation’s profile on SEDAR at www.sedar.com, sets out certain governance matters related to the Corporation, including board nomination rights in respect of 9477179 Canada Inc.
About Horizon North
Horizon North is a publicly listed corporation (TSX: HNL.TO) operating a pan-Canadian support services platform across eleven provinces and territories and diversified end markets.
Our Modular Solutions business integrates modern design concepts with off-site manufacturing processes to produce high-quality building solutions for commercial, residential and industrial clients. Our Facilities Management business delivers operation and maintenance solutions for built assets and infrastructure in the public and private sectors, including aviation, defence and security, retail, healthcare, education and government. Our Industrial Services business provides a full range of workforce accommodations solutions, forestry services and access solutions to clients in the energy, mining, forestry and construction sectors among others.
Horizon North has an outstanding record of creating and managing places that play a vital role in the national economy and our local communities. What sets us apart is our expertise in bringing together the right people with the right skills to transform service delivery and improve customers’ experiences.
Additional information related to Horizon North, including the Corporation’s annual information form, press releases, financial statements and management’s discussion and analysis are available on SEDAR at www.sedar.com.
Rod Graham, Co-CEO and President, Modular Solutions
Calgary office: 900, 240 – 4th Avenue S.W., Calgary, Alberta T2P 4H4
Telephone (403) 517 ‐ 4654
John MacCuish, Co-CEO and President, Facilities Management
Toronto head office: 5915 Airport Rd., Suite 425 Mississauga, Ontario L4V 1T1
Telephone (647) 560-4549
Scott Matson, CFO
Calgary office: 900, 240 – 4th Avenue S.W., Calgary, Alberta T2P 4H4
Telephone (403) 517 ‐ 4654
You can also visit our website at www.horizonnorth.ca.
This news release contains certain statements or disclosures relating to Horizon North that are based on the expectations of its management as well as assumptions made by and information currently available to Horizon North which may constitute forward-looking statements or information (“forward-looking statements”) under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that Horizon North anticipates or expects may, could or will occur in the future (in whole or in part) should be considered forward-looking statements. In some cases, forward-looking statements can be identified by the use of the words “anticipate”, “will”, “expected”, “continues”, “future”, “opportunity”, “believe” and similar expressions. In particular, but without limiting the foregoing, this news release contains forward-looking statements relating to shareholder confirmation of the Amended and Restated By-Laws.
The forward-looking statements contained in this news release reflect several material factors and expectations and assumptions of Horizon North including, without limitation: the obtaining of the required shareholder confirmation at the Meeting or any adjournment or postponement thereof; the general continuance of current or, where applicable, assumed industry and economic conditions; the ability to continue operations in response to the COVID-19 pandemic; the state of the economy and the support services industry generally; and the availability and cost of financing, labour and supplies; that counterparties will comply with contracts in a timely manner.
Horizon North believes the material factors, expectations and assumptions reflected in the forward-looking statements are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct, including in respect of the COVID-19 pandemic and the current economic environment. In particular, the Amended and Restated By-Laws will cease to be effective if not confirmed by shareholders at the Meeting. The forward-looking statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements including, without limitation: general economic, market and business conditions, including in light of the COVID-19 pandemic; the delivery of and demand for the Corporation’s services and products may not have the results currently anticipated by Horizon North; reliance on industry partners and suppliers; and certain other risks detailed from time to time in Horizon North’s public disclosure documents including, without limitation, those risks identified in this news release, and in Horizon North’s annual information form, copies of which are available on Horizon North’s SEDAR profile at www.sedar.com. Readers are cautioned that the foregoing list of factors is not exhaustive and are cautioned not to place undue reliance on these forward-looking statements.
The forward-looking statements contained in this news release are made as of the date hereof and the Corporation undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.