IGPC Transfer Approval Process Disclosure
All transfers of Co-op shares require the approval of the board of directors, regardless if the sale is privately negotiated or is affected through the share transfer platform administered by Caldwell Securities Ltd. The board of directors may delegate the approval administration to a committee of the board or to an individual of the board. Any potential conflict of interest that may arise will be addressed as discussed above in connection with the Co-op's corporate governance policies. Share transfers will be approved within seven (7) to ten (10) days after the date that there is an agreement between the transferor and transferee in respect of the shares and to the extent that the share transfer platform is utilized, once the transferor and transferee confirm the sale, in writing, to Caldwell. To the extent that there is a positive or negative "material change" (as defined below) in the business or affairs of the Co-op or of its operating subsidiary, after a proposed transferor or transferee are matched, but before the proposed sale is approved, such sale will not be approved until two (2) business days have elapsed since the Co-op has publicly announced the occurrence of such material change, by way of issuing a press release and posting the material change on its website. If, as a result of the material change, the transferor or the transferee no longer wishes to consummate the transfer they are required to advise the Co-op and Caldwell within the above time frame, otherwise after two business days elapse from the date of the press release, the transfer will be approved by the Co-op.
A material change is:
- a change in the business, operations or capital of the Co-op that would reasonably be expected to have a significant effect on the market price or value of any of the securities of the Co-op; or
- a decision to implement a change referred to in sub clause (i) made by the board of directors or other persons acting in a similar capacity or by senior management of the Co-op who believe that confirmation of the decision by the board of directors or such other persons acting in a similar capacity is probable.