9. Why appoint a Richardson Financial Group Limited nominee as Interim President and CEO in the midst of this transaction?
Mr. Kishore Kapoor was appointed interim CEO in August 2019 in consideration of the GMP Board’s go-forward wealth management strategy. The timing followed the signing of the purchase agreement to sell GMP’s capital markets business to Stifel Financial. The CEO that Mr. Kapoor succeeded was part of the capital markets team moving to Stifel Financial and it did not make sense to have him continue while the capital markets sale transaction was being finalized.
Mr. Kapoor was appointed to the interim role by unanimous approval that included the support of the dissident when he was on the Board. Given Mr. Kapoor’s extensive background which includes leading Wellington West Holdings Inc. and Assante Corporation, the Board believed, and based on performance continues to believe, that Mr. Kapoor is the right person to take on the CEO role.
Mr. Kapoor was appointed to oversee the completion of the sale transaction and prepare the company for its transition to focus on wealth management. Mr. Kapoor ensured the smooth transition and sale of the capital markets business, and with 97 percent support of the Richardson GMP IAs and public support of 600 Richardson GMP employees for the RGMP Transaction, he has positioned GMP for success.
10. Why should I believe that Richardson Financial Group Limited made real concessions when the dissident says those concessions are illusory?
The dissident’s false claim overlooks the considerable work of the independent Special Committee in negotiating with Richardson Financial Group Limited. Richardson Financial Group Limited was afforded considerable protections under the Richardson GMP Shareholders Agreement first negotiated in 2009. These protections were established with the involvement of the dissident in his role as President and CEO of GMP at that time.
As clearly demonstrated in the table below, the independent Special Committee was able to persuade Richardson Financial Group Limited to give up three valuable protections in return for the RGMP Transaction, whose terms are fair and balanced. In total, the RGMP Shareholders Agreement called for the immediate cash payment of $75 million to Richardson Financial Group Limited at closing. GMP believes that it was real, and not illusory, for Richardson Financial Group Limited to leave that capital in the business to fund future growth.