A major shareholder of Calgary-based merchant banker Proprietary Industries Inc. is seeking to oust the existing board of directors.
CPV/CAP Coop Personalversicherung (CPV) of Switzerland is calling on the board of directors to hold a special meeting of shareholders to remove the directors and elect replacements.
CPV says it is taking this step as a result of a series of events this year that have eroded shareholder value.
CPV is also ‘very concerned’ that a recently announced deal with Ultrak, Inc. of Texas represents “unwarranted dilution to existing shareholders, on unfavourable financial terms for Proprietary at a time when Proprietary does not require the funds represented by the proposed investment.”
Trading in Proprietary shares was halted Aug. 21 at the company’s request pending revisions to earlier financial statements.
At that time, Peter Workum and Theodor Hennig, the former CEO and former CFO respectively, were dismissed by the company after the Alberta Securities Commission (ASC) made a number of allegations against the pair, including accounting misrepresentations, market manipulation, covert insider trading and payment of secret commissions.
The ASC is scheduled to hold a full hearing into the allegations in January.
Trading has yet to resume in Proprietary (www.proprietaryinc.com) shares. Under the Canada Business Corporations Act, if the board of directors does not call a shareholder meeting within 21 days after receipt of the requisition, CPV is entitled to call one itself.
CPV will deliver a proxy circular to shareholders once the meeting has been called.
