RED DEER, ALBERTA, / ACCESSWIRE / May 12, 2014 / Rifco Inc. (TSXV: RFC) ("Rifco" or the "Company") announces that the Board of Directors of Rifco has approved the amendment of its by-laws to adopt an advance notice by-law (the "Advance Notice By-law") and to allow for the electronic transfer of securities (the "DRS By-law") (collectively, the Advance Notice By-law and the DRS By-law are referred to herein as the "Amended By-laws").
The Advance Notice By-law requires advance notice to Rifco in circumstances where nominations of persons for election to the Board are made by shareholders other than pursuant to a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Alberta) ("ABCA") or a shareholder proposal made pursuant to the provisions of the ABCA and the electronic transfer of securities.
The Advance Notice By-law provides a clear process for shareholders to follow for director nominations and sets out a reasonable time frame for the submissions of nominees and the accompanying information. The Advance Notice By-law will help to ensure that all shareholders receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner, in person or by proxy. The Advance Notice By-law is similar to the advance notice by-laws adopted by many other Canadian public companies.
Among other things, the Advance Notice By-law fixes a deadline by which shareholders must submit a notice of director nominations to Rifco prior to any annual or special meeting of shareholders where directors are to be elected and sets forth the information that a shareholder must include in the notice for it to be valid. In the case of an annual general meeting of shareholders, notice to the Chief Executive Officer of Rifco must be made not less than 30 nor more than 65 days prior to the date of the annual general meeting of shareholders; provided, however, that in the event that the annual general meeting of shareholders is called for at a date that is less than 50 days after the date (the "Notice Date") on which the first public announcement of the date of the annual meeting was made, notice by the nominating shareholder must be given not later than the close of business on the tenth (10th) day following the Notice Date. In the case of a special meeting (which is not also an annual general meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), notice to the Chief Executive Officer of Rifco must be made not later than the close of business on the fifteenth (15th) day following the date on which the first public announcement of the date of the special meeting of shareholders was made.
The DRS By-law reflects changes required to support the Direct Registration System ("DRS") for Rifco's securities. DRS provides for electronic direct registration of securities in an investor's name on the books of the transfer agent or issuer, and allows shares to be transferred between a transfer agent and broker electronically. DRS provides investors with an alternate approach to holding their securities in certificate or "street" form. Under DRS, investors can elect to have their securities registered directly on the issuer's records in book-entry form. An investor electing to hold a security in a DRS book-entry position will receive a statement from the issuer or its transfer agent evidencing ownership of the security. The investor can subsequently transfer electronically the DRS book-entry position to their bank or broker/dealer.
At the next annual general and special meeting of shareholders of Rifco to be held on September 4, 2014, the shareholders will be asked to confirm and ratify the Amended By-laws. A copy of the Amended By-laws has been filed under Rifco's SEDAR profile at www.sedar.com.
About Rifco Inc.
Rifco Inc. operates through its wholly owned subsidiary Rifco National Auto Finance Corporation to provide automobile loans through its dealership network across Canada.
Rifco National Auto Finance provides consumers with financing options on new and used vehicles. Rifco specializes in building long-term partnerships with dealers by investing time in personalized services through dedicated account representatives. Rifco's quick credit decisions, common sense lending, and expedited funding processes give its dealers better financing options and more closed deals. Rifco's most successful partnerships result in "Fast Forward 500 Club" status for its loyal dealerships.
Rifco is committed to continuing growth. Key strategies for achieving this growth include the expansion of its automobile dealer base, excellence in credit and collections processes.
The common shares of Rifco Inc. are traded on the TSX Venture Exchange under the symbol "RFC". There are 21.03 million shares outstanding and 22.21 million (fully diluted) shares.
Lance A. Kadatz
Vice President and Chief Financial Officer
Telephone: 1-403-314-1288 EXT 7007
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Rifco Inc.
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