Stop the Violation of Shareholders’ Rights


No man’s land. This is where investors reside given the current state of affairs with Prometic Life Science.  The lack of transparency and questions surrounding the shocking re-organization and takeover that is being attempted by Structured Alpha LP (a division of the Thomson family’s multibillion-dollar empire) along with how the Quebec regulator AMF will rule on investor complaints leaves no clarity. Investors are caught in a situation where it is impossible to know definitively what they should do.

I’ve copied verbatim a petition that is circulating on that every person needs to read and decide if you support. I believe the petition captures the essence of the problems that, hopefully, our Canadian Securities Regulators will deal with rather than leaving it to the average investors to make their case after the fact in the courts. Well done Mr. Rutledge in starting the petition.

Please read the following and if you agree, please support the cause with your signature here.

Help Stop the Theft of Shareholders Rights

Companies fail and investors can lose money, so it goes with investing. But what if factors other than bad management were the cause? What if the company was made to appear to be failing? Not through bad management, but through negligent officers and board members who set the company up for an easy takeover? If you were an investor would you quietly accept your losses, or would you cry foul? Would you demand that the regulators responsible for the oversight of such behavior act if there was reasonable doubt to the legitimacy of what was happening? 

Investors in Prometic Life Sciences (TSX:PLI) are making that claim. With no notice to shareholders, the Board and management used a TMX process called an “Emergency Hardship” application that circumvented a shareholder vote, triggering a reorganization of PLI shares. The result created a majority of share ownership change from individuals to one minority shareholder, reducing the average investors’ ownership of about 96% to 3.6% of outstanding shares. 

Investors feel the Emergency Hardship process is flawed as it neglects the necessary due diligence to protect the individual shareholder. The approved new structure now benefits Structured Alpha LP (SALP), a division of Thomvest, which is owned by the wealthiest family in Canada, the Thomsons. (They also own the Globe and Mail, and many other investments, with a total wealth that is estimated at over $40 Billion). Additionally, SALP is registered in the Cayman Islands to avoid paying Canadian taxes.

This is a lose-lose for both investors and Canadian taxpayers, unless investor claims can be investigated and proven. The decision is now in the hands of the Quebec Securities Regulator, the AMF. Investors feel they have provided sufficient evidence to justify the AMF investigating their claim. The AMF has the authority to subpoena evidence and individuals to give testimony under oath. What worries investors is that the AMF, like other provincial securities regulators, do not have to provide transparency to the public on the decisions they make. 
All Canadians have a vested interest in ensuring our capital markets are regulated to ensure absolute fairness and integrity. In events like this, full transparency and the truth needs to be made public. It is the only way to protect both the capital markets and investors to ensure all can have confidence in investing in Canada. All parties involved should be prosecuted to the full extent of the law or exonerated. Predatory behavior should not be an acceptable practice in Canada. 

The questions are: Is this a situation where there was egregious abuse of power by insiders? And who is enabling it? We will never know unless the civil servants we entrust and who are sworn to protect us provide transparency. A request has been made to the AMF that if they cannot share details of the investigation publicly, an independent third party (agreed upon by investors) is given access to all information. The independent will have the right to audit the investigation and ensure all of the question’s investors put forward were fully addressed, along with all other facts and information. This will determine the following: If the application used by the Directors truly meets the requirements of the TMX. Did they have a conflict of interest and/or insider information for SALP and was there any other questionable activity that may or may not constitute criminal actions?  

By signing this petition, it will help to protect all Canadian investors and corporations from predatory behavior. Canadian regulators can operate under a veil of secrecy that needs to be lifted to ensure fairness for all. We demand that all Canadian security regulatory organizations act with their full power and authority to protect investors rights and then prove through absolute transparency their actions are fair and just for all parties. Until these rules are formally changed, an independent third party must be allowed to audit all findings and then comment on findings and use the findings and evidence in future legal action if required.

Thank you for supporting and caring for your Canada, one that supports and does not discriminate based on wealth and is transparent, strong and free.

Richard Rutledge

Mr. Rutledge’s points are clear, we need fair, just and transparent systems. How is it that officers of PLI state that term sheets on a partnership for their first drug Ryplazim™ are signed, and then they vote to transfer the majority of ownership away from shareholders?

Whether you are an investor or not, you must realize the capital markets play an integral role in our economy. They must be kept fair and honest to all.  If you believe in individual rights being respected, then cast your vote now.