TORONTO, ONTARIO–(Marketwired – Feb. 23, 2016) – Harrington Global Limited (“Harrington“) announced today that it has entered into a nomination and voting agreement with FCF Capital Inc. (“FCF“) whereby the parties agreed that, for so long as Harrington beneficially owns, or exercises control or director over, in the aggregate, 10% or more of the issued and outstanding Class “A” common shares (“Common Shares“) of FCF: (i) Harrington will be entitled to nominate one individual for appointment or election to the board of directors of FCF, with such individual initially being Peter McRae; and (ii) Harrington will vote, and cause its affiliates holding Common Shares to vote, at the next annual general shareholders’ meeting of FCF, all Common Shares beneficially owned, or over which Harrington exercises control or direction, in favour of the directors nominated by management.
As of the date hereof, Harrington, on behalf of Harrington Global Opportunities Fund S.à.r.l. (the “Fund“), which it manages and advises, exercises control and direction over an aggregate of 36,530,371 Common Shares, representing approximately 24.47% of FCF’s 149,301,065 issued and outstanding Common Shares as reported in FCF’s Management’s Discussion and Analysis dated January 25, 2016.
Depending on market conditions and other factors, Harrington, on behalf of the Fund, may from time to time acquire additional securities of FCF, or continue to hold or dispose of some or all of the securities of FCF in the open market, by private agreement or otherwise.
This press release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed on SEDAR (www.sedar.com) containing additional information with respect to the foregoing matters.
For additional information, or for a copy of the early warning report filed in respect of the above transactions, please contact Daniel Guy at1-441-704-6900.