OneMove Capital Ltd. Responds to Dye & Durham’s Attempt to Disenfranchise Its Rights

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BRIDGETOWN, Barbados, July 02, 2024 (GLOBE NEWSWIRE) — OneMove Capital Ltd. (“OneMove”), a Family Office based in Bridgetown, Barbados, is alarmed by the latest governance charades by Dye & Durham Limited (“Dye & Durham”) and its Board seeking to disenfranchise OneMove’s exercise of its rights as a shareholder, as publicly announced by the Company on July 2, 2024.

OneMove was a founding shareholder in Dye & Durham. After 12 years, OneMove continues to be one of Dye & Durham’s largest investors with 8.4% of the Company’s outstanding shares. OneMove holds the right to nominate a member of the Company’s board of directors pursuant to the terms of the investor rights agreement (the “IRA”) dated July 17, 2020 between the Company, Plantro Ltd. and OneMove, which Dye & Durham acknowledges. Despite the Company stating otherwise in its July 2 press release, the IRA does not restrict the voting rights of OneMove in any way. OneMove will vote its shares as it sees fit, as it has always done.

For months, OneMove has tried to work confidentially and collaboratively with members of the Board to improve governance amidst serious missteps. When these efforts failed, on June 19, 2024, OneMove provided the Company with notice pursuant to the terms of the IRA of its nomination of Eric Shahinian as its nominee for election at the Company’s upcoming special meeting of shareholders scheduled to be held on August 20, 2024 (the “Special Meeting”). In order to properly materialize its nomination right in the context of the Special Meeting, OneMove asked the Company to confirm that the business before the Special Meeting would include the removal of OneMove’s prior nominee, Edward Prittie. On June 20, after the Company refused to so confirm, OneMove exercised its statutory right as a shareholder under the Business Corporations Act (Ontario) by delivering a proposal requiring the Company to include the removal of its prior nominee, Mr. Prittie, as shareholder business at the Special Meeting (the “Proposal”).

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On June 30, 2024, the Company informed OneMove that it would not comply with its statutory obligations in respect of the Proposal. The Company’s position is that the Proposal is invalid because OneMove is attempting to redress a “personal grievance” against Mr. Prittie. OneMove rejects this nakedly tactical attempt to disenfranchise OneMove’s statutory rights as a shareholder and any further attempt to intimidate it. OneMove wants Mr. Prittie replaced as its nominee because of the ongoing governance issues and performance of the business over the last 24 months.

OneMove remains steadfast in its commitment as an investor in the Company and does not desire needless escalation. Unfortunately, rather than engage with its shareholders on the Company’s best path forward and improving governance, the Company has instead sought to intimidate and disenfranchise OneMove. Given these latest antics, OneMove believes that change is necessary and will take all required steps to ensure that Dye & Durham respects OneMove’s rights.

OneMove Capital Ltd.
Email: [email protected]
Phone: 786.220.2552

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