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Gleaner, RJR shareholders approve changes to articles of incorporation ahead of merger

Published:Friday | January 8, 2016 | 1:00 AMSteven Jackson
Gleaner shareholdres participate in an emergency general meeting at the Wolmer'’s Girls' School Auditorium where they voted overwhelmingly to approve three resolutions that will change the way the entity does business.
RJR shareholders cast ballots during an emergency general meeting at the Wolmer's Boys' School.
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The Gleaner's shareholders have voted overwhelmingly to approve three resolutions that will change the name of the company and the way in which it will operate what is left of its business post-amalgamation, as it charts a course for the anticipated merger of its media assets with Radio Jamaica (RJR) Ltd.

In a separate meeting, RJR shareholders gave greater than 99 per cent support to each of the five resolution put before them.

The resolutions will change the number of directors that can be appointed to the RJR board from 12 to 14, the retirement age for directors from 75 years old to 78 years old, establish the position of deputy chairman, and detail the roles of that post.

Last week, Gleaner and RJR shareholders voted to approve the merger of The Gleaner's media business with RJR in separate extraordinary general meetings held in Kingston.

The vote yesterday aimed to amend specific articles of incorporation to facilitate the merger.

Gleaner Chairman Oliver Clarke said auditors KPMG indicated that there was overwhelming support for the three resolutions, and they were confident that the value of the shares of those voting will exceed the required 75 per cent.

At the RJR meeting, two share-holders voiced concerns regarding raising of the age limit, which would result in an amendment to Article 30. The concern surrounded allowing Chairman Lester Spaulding, 74, and Clarke, the proposed deputy chairman, age 72, to hold directorships into the medium term.

RJR Managing Director Gary Allen downplayed those concerns, explaining that the extension would facilitate a transition period for expertise amid the merger.

"Its important for us not to discard experience ... when you are in a transaction such as this. The strongest RJR base of experience and expertise, it is the desire of our board and the board of the Gleaner that that is needed to continue at this critical juncture in the company - not for a long period but for a transition," Allen told shareholders, adding that people are living longer.

"We are not appointing anyone at 78. It is fair to say that Mr Spaulding is 74 and very young ... and, therefore, we are making sure we have enough transition time here. In conversations with him, he has no intention of being in at 78 ... and Mr Clarke has authorised me to state that he is 72 years old."

The merger plans were initially announced in August.

The companies will return to the Supreme Court before the end of January to report the results of the meetings of shareholders and seek the sanctioning of the transaction by the court.

steven.jackson@gleanerjm.com