Stingray Announces Reduction of Board Nomination Rights for Telesystem Investors
MONTREAL, June 19, 2024 (GLOBE NEWSWIRE) — Stingray Group Inc. (“Stingray” or the “Corporation”) (TSX: RAY.A; RAY.B) today announces that it has been informed that the 5,000,000 multiple voting shares of the Corporation (“Multiple Voting Shares”) held by Télésystème Média Can Inc. have been voluntarily converted (the “Conversion Event”) into 5,000,000 subordinate voting shares of the Corporation (“Subordinate Voting Shares”).
Following the Conversion Event, the Telesystem Investors (as that term is defined in the Nomination Rights Agreement) are now entitled to designate one member (down from three members) of the Board of Directors of the Corporation (the “Board”) pursuant to the nomination rights agreement dated as of June 3, 2015, as amended, between the Corporation, Eric Boyko, 8242003 Canada Inc., 8978832 Canada Inc., Boyko Investments Corporation and Télésystème Ltée (the “Nomination Rights Agreement”), and will remain entitled to designate one member of the Board until such time as they cease to hold more than 2.5% of the voting rights attached to all of the outstanding shares of Stingray. The Boyko Investors (as that term is defined in the Nomination Rights Agreement) currently remain entitled to designate four members of the Board (out of ten) pursuant to the Nomination Rights Agreement.
About Stingray
Stingray (TSX: RAY.A; RAY.B), a global music, media, and technology company, is an industry leader in TV broadcasting, streaming, radio, business services, and advertising. Stingray provides an array of music, digital, and advertising services to enterprise brands worldwide, including audio and video channels, over 100 radio stations, subscription video-on-demand content, FAST channels, karaoke products and music apps, and in-car and on-board infotainment content. Stingray Business, a division of Stingray, provides commercial solutions in music, in-store advertising solutions, digital signage, and AI-driven consumer insights and feedback. Stingray Advertising is North America’s largest retail audio advertising network, delivering digital audio messaging to more than 30,000 major retail locations. Stingray has close to 1,000 employees worldwide and reaches 540 million consumers in 160 countries. For more information, visit www.stingray.com.
Early Warning Disclosure by Télésystème Ltée
Immediately prior to the Conversion Event described above, Télésystème Ltée (“Télésystème”), an affiliate of Télésystème Média Can Inc. had control over 5,000,000 Multiple Voting Shares and 500,000 Subordinate Voting Shares, representing approximately 8.02% of the total shares outstanding of Stingray and approximately 21.95% of the total voting rights outstanding of Stingray (all percentages as at May 31, 2024), and currently files early warning reports pursuant to the requirements of Regulation 62-103 respecting the Early Warning System and Related Take-Over Bid and lnsider Reporting Issues and Regulation 62-104 respecting Take-Over Bids and lssuer Bids with respect to Stingray. An amended early warning report, stating that Télésystème’s voting interest in Stingray has decreased to approximately 2.97% (as at May 31, 2024), as a result of the Conversion Event will be filed with the applicable securities regulatory authorities and will be made available on SEDAR+ at www.sedarplus.ca. For further information or to obtain a copy of the amended early warning report filed by Télésystème, please contact Lucie Therrien at (514) 397-8459.
Early Warning Disclosure by Eric Boyko
Immediately prior to the Conversion Event described above, Eric Boyko (“EB”), President, Chief Executive Officer and co-founder of the Corporation had control over 12,941,498 Multiple Voting Shares and 1,551,552 Subordinate Voting Shares, representing approximately 21.14% of the total shares outstanding of Stingray and approximately 56.93% of the total voting rights outstanding of Stingray (all percentages as at May 31, 2024), and currently files early warning reports pursuant to the requirements of Regulation 62-103 respecting the Early Warning System and Related Take-Over Bid and lnsider Reporting Issues and Regulation 62-104 respecting Take-Over Bids and lssuer Bids with respect to Stingray. An amended early warning report, stating that EB’s voting interest in Stingray has increased to approximately 70.78% (as at May 31, 2024) as a result of the Conversion Event will be filed with the applicable securities regulatory authorities and will be made available on SEDAR+ at www.sedarplus.ca. For further information or to obtain a copy of the amended early warning report filed by EB, please contact Lloyd Perry Feldman at (514) 664-1244 (ext. 2428).
CONTACT: For more information, please contact: Mathieu Péloquin Senior Vice-President, Marketing and Communications Stingray Group Inc. 1 514-664-1244, ext. 2362 mpeloquin@stingray.com
