Scully Royalty Ltd（SRL）资讯与事件SRLScully Royalty Ltd

Scully Royalty Court Ruling Keeps Management Unchanged

Scully Royalty Ltd. announced that following a judgement by the Grand Court of the Cayman Islands, the company's board of directors and management remain unchanged and that Milfam, its principals and its director nominees never had authority to act on behalf of the company. In the judgement, the Grand Court rejected efforts by the Milfam Group to unilaterally chair and complete a purported shareholders' meeting and ruled that the resolutions purportedly adopted by the Milfam Group are invalid and legally ineffective. As a result, the constitution of the company's board and management has not changed. The Grand Court also held that Milfam Group's "nomination notice and proxy statement failed to disclose relevant and material" matters concerning its relationship with, and the positions held by, certain of its board nominees. Among other things, the Grand Court noted that the Milfam Group failed to disclose to investors that certain of its board nominees had long-standing business and financial relationships with the Milfam Group.

Scully Royalty Delays Shareholder Meeting for Cayman Court Hearing

Scully Royalty Ltd. affirmed that, further to its news release on December 24, the company's board of directors postponed the annual general meeting of shareholders to allow a hearing before the Cayman Islands Court of Appeal as soon as reasonably practicable regarding the validity of the prior notice of direction nominations of MILFAM LLC. "The Company is aware of MILFAM's press release stating that it intended to unilaterally proceed with the Meeting, and thereafter that its nominees would be the directors of the Company. The Company has informed MILFAM of the invalidity of its unilateral actions and that it reserves all rights against MILFAM and its proposed nominees and joint actors. The Company advises that the postponed Meeting has not yet occurred and that the current board of directors remains in place. The Company urges all shareholders to only rely on official communications from the Company, including regarding the postponement and official re-scheduling time and date of the Meeting," Scully stated.

MILFAM Plans to Hold Scully Royalty Shareholders Meeting as Scheduled

MILFAM, a large shareholder of Scully Royalty, announced its intention to proceed with the Annual General Meeting of Shareholders of the Company as scheduled on December 27. The Company previously announced on December 24, that the Company's Board of Directors had resolved to temporarily postpone the Annual Meeting. However, the Articles of Association of the Company do not confer any power upon the Board to postpone the Annual Meeting. Therefore, MILFAM intends to attend the Annual Meeting as scheduled and proceed with the election of directors. Based on proxies received as of today's date, there will be a quorum present at the Annual Meeting to conduct business. The frim said, " MILFAM invites the Company to work collaboratively and in good faith to ensure that the business of the Annual Meeting is conducted properly, that the venue remains accessible and that a Company representative will be present to record the minutes of the Annual Meeting. Any attempt to physically obstruct the conduct of the Annual Meeting, will be viewed as a further breach of duty by the Board. MILFAM itself and through its proxies currently controls over 58% of the outstanding shares of the Company for the purposes of the Annual Meeting and is in a position to elect its slate of nominees to the Board and vote against the re-election of the current members of the Board. MILFAM urges the Board to comply with its fiduciary duties and to stop blocking the will of the majority of the shareholders of the Company."