CALGARY, ALBERTA--(Marketwired - April 29, 2014) -
NOT FOR DISTRIBUTION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW.
Alaris Royalty Corp. ("Alaris" or the "Corporation") (TSX:AD) is announcing that it has adopted certain minor amendments (the "Amendments") to its restricted share unit plan (the "RSU Plan") as well as its share option plan (the "Option Plan") (collectively the "Plans").
The Option Plan has been amended to: (i) add an annual limit for grants to each non-employee director of Alaris of $100,000 in grant date fair value (equal to the accounting fair value determined in respect of the option grants for Alaris' annual financial reporting purposes); and (ii) add a restriction on increasing the foregoing limit without shareholder approval. The RSU Plan has been amended to: (i) add an annual limit for grants to each non-employee director of Alaris of $150,000 in grant date fair value (equal to the accounting fair value determined in respect of the RSU grants for Alaris' annual financial reporting purposes), provided that the maximum annual equity award value for each non-employee director under all equity compensation plans shall not exceed $150,000; (ii) add a limit on the number of common shares of Alaris ("Common Shares") that may be reserved for issuance to non-employee directors at any time pursuant to outstanding restricted share units ("RSUs") equal to 0.5% of the issued and outstanding Common Shares; (iii) to add a limit on the maximum number of Common Shares available for issuance under the RSU Plan equal to 2.0% of the issued and outstanding Common Shares; and (iv) add a restriction on increasing the limits in (i) through (iii) without shareholder approval.
The Amendments have been made to address comments raised by Institutional Shareholder Services ("ISS") in the course of its review of the matters to be voted on at Alaris' upcoming annual general and special meeting of shareholders (the "Meeting") to be held on May 8, 2014. Although the Amendments will not result in any substantive impact on Alaris' normal practices with respect to option and RSU grants, as those practices were already compliant with the spirit of the Amendments, Alaris has made the Amendments in recognition that such changes bring the form of the Option Plan and RSU Plan into closer alignment with the latest corporate governance best practices for a company of the size and development of Alaris.
The board of directors of Alaris (the "Board") believes that the Amendments have addressed all of ISS's comments regarding the Plans. Alaris believes a critical component of their executive compensation program is the provision of the long-term incentives to the executives, senior managers and other key employees of the organization to ensure that a clear link exists between employee compensation and the growth in shareholder value. The Plans are a fundamental component of its corporate strategy which is designed to align individual goals and objectives with Alaris' objective of creating shareholder value. As such the Board encourages shareholders to vote FOR the resolutions approving (i) the unallocated options under the Option Plan and (ii) the unallocated RSUs under the RSU Plan at the Meeting.
About the Corporation:
Alaris provides alternative financing to the Private Company Partners ("Partners") in exchange for royalties or distributions with the principal objective of generating stable and predictable cash flows for dividend payments to its shareholders. Royalties or distributions from the Private Company Partners are structured as a percentage of a "top line" financial performance measure such as gross margin and same-store sales and rank in priority to the owners' common equity position.
Vice President, Investments and Investor Relations